AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 16, 2004 (the “Agreement”), is made by and among COVENANT ASSET MANAGEMENT, INC. , a Nevada corporation (the “Borrower”), COVENANT TRANSPORT, INC. , a Nevada corporation and the owner of 100% of the issued and outstanding common stock of the Borrower (the “Parent”), BANK OF AMERICA, N.A. , a national banking association organized and existing under the laws of the United States, in its capacity as a Lender (“Bank of America”), and each other financial institution executing and delivering a signature page hereto and each other financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 13.1 (hereinafter such financial institutions may be referred to individually as a “Lender” or collectively as the “Lenders”), and BANK OF AMERICA, N.A. , a national banking association organized and existing under the laws of the United States, in its capacity as agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 12.7 , the “Administrative Agent”);

WHEREAS, the Borrower, the Parent, the lenders party thereto, and Bank of America, as agent, are parties to that certain Credit Agreement dated as of December 13, 2000, as amended by (i) that certain Amendment No. 1 to Credit Agreement dated as of August 28, 2001, (ii) that certain Amendment No. 2 to Credit Agreement dated as of February 26, 2003, (iii) that certain Amendment No. 3 to Credit Agreement dated as of June 11, 2003, and (iv) that certain Amendment No. 4 to Credit Agreement dated as of December 1, 2003 (as further amended or modified from time to time prior to the date hereof, the “Existing Credit Agreement”) pursuant to which such lenders originally agreed to provide the Borrower with a revolving credit facility of up to $100,000,000, including a letter of credit subfacility of up to $70,000,000 and a swingline facility of up to $5,000,000;

WHEREAS , the Borrower and the Parent have requested that the Existing Credit Agreement be amended and restated in order to, among other things, extend the maturity date of the revolving credit facility, increase the potential maximum amount of the revolving credit facility from the amount in effect as of the date hereof under the Existing Credit Agreement to $150,000,000, provide for increases to such revolving credit agreement from time to time, subject to the conditions set forth herein, in an amount not to exceed $50,000,000 in the aggregate for all such increases, to increase the maximum amount of the letter of credit subfacility, to increase the maximum amount of the swingline subfacility, to modify the commitments of the Lenders, and make certain other amendments to the Existing Credit Agreement (the “Amendment and Restatement”); and

WHEREAS, the Borrower, the Lenders and the Agent have agreed to and desire to amend and restate the Existing Credit Agreement upon the terms and conditions set forth herein;

NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as follows:

1.1      Assignment and Allocations . In order to facilitate the Amendment and Restatement and otherwise to effectuate the desires of the Borrower, the Agent and the Lenders:

(a)     The parties hereto agree that (i) each of the Revolving Credit Commitments (as defined in the Existing Credit Agreement) shall, subject to the terms hereof, constitute a Revolving Credit Commitment hereunder. As of the close of business on the date immediately preceding the Closing Date, the Revolving Credit Commitments, the Applicable Commitment Percentage (as defined in the Existing Credit Agreement) of the Lenders and the Revolving Credit Outstandings (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement were as follows:

(ii) each of the Existing Letters of Credit shall constitute a Letter of Credit hereunder, and (iii) each outstanding Swing Line Loan (as defined in the Existing Credit Agreement) shall constitute an outstanding Swing Line Loan hereunder.

(b)     Simultaneously with the Closing Date, the parties hereby agree that the Revolving Credit Commitments shall be as set forth in Exhibit A and the Revolving Credit Outstandings and participations in Existing Letters of Credit under the Existing Credit Facility shall be reallocated in accordance with such Revolving Credit Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignments and Acceptances (as defined in the Existing Credit Agreement) under the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 12.6 of the Existing Credit Agreement or Section 13.6 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed, and no fees otherwise provided for in such section as payable to the Agent in connection with assignments will be payable, in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Closing Date, the Lenders shall make full cash settlement with the Agent, as the Agent may direct or approve, with respect to all assignments, reallocations and other changes in Revolving Credit Commitments and Revolving Credit Outstandings such that after giving effect to such settlements each Lender’s Applicable Commitment Percentage shall be as set forth on Exhibit A .

(c)     The Borrower, the Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.

Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 1.1 , and in any related Loan Documents (as defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Existing Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Credit Agreement shall continue as Obligations hereunder, (ii) all of the indebtedness, liabilities and obligations owing by any Person under the Existing Loan Documents other than the Existing Credit Agreement shall continue under the corresponding such amended and restated Loan Document and (iii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Guarantors under the Existing Credit Agreement or any Existing Loan Document, and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is, or is intended to constitute, a novation of the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Existing Loan Documents shall continue as Letters of Credit hereunder. On and after the Closing Date, all outstanding Base Rate Loans (as defined in the Existing Credit Agreement) shall continue as Base Rate Loans hereunder, all outstanding Eurodollar Rate Loans   (as defined in the Existing Credit Agreement) shall continue as Eurodollar Rate Loans hereunder and the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as Eurodollar Rate Loans under this Agreement; provided that if any Revolving Loans outstanding under the Existing Credit Agreement are assigned or terminated pursuant to this Section 1.1 on a day other than the last day of an Interest Period, the Borrower shall compensate the Lenders pursuant to Section   6.5 as if such assignment constituted a prepayment of such Loans;   provided , further that on and after the Closing Date, the Applicable Margin and fees applicable to Loans and Letters of Credit hereunder shall apply without regard to any margins or fees otherwise applicable thereto under the Existing Credit Agreement prior to the Closing Date.    

1.2.      Definitions . For the purposes of this Agreement, in addition to the definitions set forth above, the following terms shall have the respective meanings set forth below:

“Acquisition” means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.

“Acquisition Adjustments” means the adjustments to certain financial terms and computations more particularly described in Section 1.4 .

“Added Lender” has the meaning set forth in Section 2.1(f) .

“Advance” means a borrowing under the Revolving Credit Facility consisting of a Base Rate Loan or a Eurodollar Rate Loan.

“Administrative Agent” has the meaning set forth in the - Preamble hereto.

“Affiliate” means any Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the Borrower or the Parent; or (ii) which beneficially owns or holds 5% or more of any class of the outstanding voting stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of the Borrower or the Parent; or 5% or more of any class of the outstanding voting stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by the Borrower or the Parent. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise.

“Agent” shall mean the Administrative Agent or the Collateral Agent, or both, as the context shall require.

“Amendment and Restatement” has the meaning set forth in the Recitals hereto.

“Applicable Commitment Percentage” means, for each Lender at any time, a fraction, with respect to the Revolving Credit Facility and the Letter of Credit Facility, the numerator of which shall be such Lender’s Revolving Credit Commitment and the denominator of which shall be the Total Revolving Credit Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A ; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 13.1 or in connection with any increase in the Total Revolving Credit Commitment pursuant to Section 2.1(f) .

“Applicable Lending Office” means, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an affiliate of such Lender) designated for such Type of Loan on the signature pages hereof or such other office of such Lender (or an affiliate of such Lender) as such Lender may from time to time specify to the Agent and the Borrower by written notice in accordance with the terms hereof as the office by which its Loans of such Type are to be made and maintained.

“Applicable Margin” means that percent per annum which shall be based upon the Consolidated Leverage Ratio for the Four-Quarter Period most recently ended, set forth as the Applicable Margin in the Pricing Grid and subject to further adjustment as therein provided.

“Applications and Agreements for Letters of Credit” means, collectively, the Applications and Agreements for Letters of Credit, or similar documentation, executed by the Borrower from time to time and delivered to the Issuing Bank to support the issuance of Letters of Credit.

“Applicable Unused Fee” means that percent per annum, based upon the Consolidated Leverage Ratio for the Four-Quarter Period most recently ended, set forth as the Applicable Unused Fee in the Pricing Grid and subject to further adjustment as therein provided.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender

“Assignment and Acceptance” shall mean an Assignment and Acceptance in the form of Exhibit B (with blanks appropriately filled in) delivered to the Agent in connection with an assignment of a Lender’s interest under this Agreement pursuant to Section 13.1 .

“Authorized Representative” means (i) with respect to matters regarding the Borrower, any of the President, the Treasurer or any Vice President of the Borrower or, with respect to financial matters, the chief financial officer or controller of the Borrower, or any other Person expressly designated by the Board of Directors of the Borrower (or the appropriate committee thereof) as an Authorized Representative of the Borrower, as set forth from time to time in a certificate in the form of Exhibit C and (ii) with respect to matters regarding the Parent or any Subsidiary of the Parent (other than the Borrower), any of the President, the Treasurer, the Assistant Treasurer or any Vice President of the Parent, or any of the President, the Treasurer, the Secretary, the Assistant Treasurer, the Assistant Secretary or any Vice President of such Subsidiary or, with respect to financial matters, the chief financial officer or controller of the Parent or such Subsidiary, or any other Person expressly designated by the Board of Directors of the Parent or such Subsidiary (or the appropriate committee thereof) as an Authorized Representative of the Parent or such Subsidiary, as set forth from time to time in a certificate in the form of Exhibit C .

“Bank of America” means Bank of America, N.A. and its successors.

“BAS” means Banc of America Securities LLC and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan for which the rate of interest is determined by reference to the Base Rate, as elected by the Borrower.

“Base Rate Refunding Loan” means a Base Rate Loan or Swing Line Loan made either to (i) satisfy Reimbursement Obligations arising from a drawing under a Letter of Credit or (ii) pay Bank of America in respect of Swing Line Outstandings.

“Board” means the Board of Governors of the Federal Reserve System (or any successor body).

“Borrower’s Account” means a demand deposit account maintained with the Agent, which may be maintained at one or more offices of the Agent or an agent of the Agent.

“Borrowing Base” means 90% of the total net book value of Eligible Revenue Equipment determined at the end of each fiscal quarter and certified by the Borrower and the Parent in a Borrowing Base Certificate.

“Borrowing Base Certificate” means a certificate in the form attached hereto as Exhibit K and incorporated herein by reference.

“Borrowing Notice” means the notice delivered by an Authorized Representative in connection with an Advance under the Revolving Credit Facility or a Swing Line Loan, in the forms of Exhibits D-1 and D-2 , respectively.

“Business Day” means, (i) except as expressly provided in clause (ii), any day which is not a Saturday, Sunday or a day on which banks in the States of New York and North Carolina are authorized or obligated by law, executive order or governmental decree to be closed and, (ii) with respect to the selection, funding, interest rate, payment, and Interest Period of any Eurodollar Rate Loan, any day which is a Business Day, as described above, and on which the relevant international financial markets are open for the transaction of business contemplated by this Agreement in London, England, New York, New York and Charlotte, North Carolina.

“Capital Leases” means all leases which have been or should be capitalized in accordance with GAAP as in effect from time to time including Statement No. 13 of the Financial Accounting Standards Board and any successor thereof.

“Change of Control” means, at any time:

(i)     any “person” or “group” (each as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than David Parker, Jacqueline Parker, or Elizabeth Fuller, or any of their lineal descendants, or any such “group” including any of them (the “Exempt Group”) either (A) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act ), directly or indirectly, of Voting Securities of the Parent (or securities convertible into or exchangeable for such Voting Securities) representing 30%   or more of the combined voting power of all Voting Securities of the Parent (on a fully diluted basis) or (B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of the Parent;

(ii)     during any period of up to 24 consecutive months, commencing on the Closing Date, individuals who at the beginning of such 24-month period were directors of the Parent shall cease for any reason (other than the death, disability, removal or retirement of a director of the Parent so long as an officer of the Parent replaces such Person as a director or such Person is replaced as a director by a Person whose election or appointment is approved by a majority of the board of directors at the time of such replacement) to constitute a majority of the board of directors of the Parent;

(iii)     any Person or two or more Persons acting in concert, other than the Exempt Group, shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence on the management or policies of the Borrower or the Parent; or

(iv)     the Parent shall cease to own, beneficially and of record 100% of the issued and outstanding shares of capital stock or other equity interest of the Borrower and each other Subsidiary of the Parent existing on the Closing Date or thereafter acquired or organized.

“CIP” means CIP, Inc., a Nevada corporation.

“Closing Date” means the date as of which this Agreement is executed by the Borrower, the Parent, the Lenders and the Agent and on which the conditions set forth in Section 7.1 have been satisfied.

“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

“Collateral” means, collectively, all property of the Parent, the Borrower or any Subsidiary of either the Parent or the Borrower, or any other Person in which the Agent or any Lender is granted a Lien under any Security Instrument as security for all or any portion of the Obligations or any other obligation arising under any Loan Document.

“Collateral Agent” means Bank of America in its capacity as Collateral Agent under each of the Security Instruments for the benefit of the Credit Secured Parties and any successor thereto acting in such capacity.

“Consistent Basis” in reference to the application of GAAP means the accounting principles observed in the period referred to are comparable in all material respects to those applied in the preparation of the audited financial statements of the Parent referred to as of the Closing Date in Section 8.6(a) , provided that, on and after the approval of the Required Lenders of any change in GAAP in accordance with Section 1.6 , “Consistent Basis” shall be deemed to include any such change.

“Consolidated EBITDAR” means, with respect to the Parent and its Subsidiaries for any Four-Quarter Period ending on the date of computation thereof, the sum of, without duplication, (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) taxes on income, (iv) depreciation, (v) amortization, and (vi) Consolidated Lease Payments, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to the Parent and its Subsidiaries for any Four-Quarter Period ending on the date of computation thereof, the ratio of (i) Consolidated EBITDAR for such period less (without duplication) taxes on income   paid in cash during such period, subject to Acquisition Adjustments, to (ii) the sum of Consolidated Fixed Charges for such period plus twenty-five percent (25%) of Revolving Credit Outstandings as of the date of computation.

“Consolidated Fixed Charges” means, with respect to the Parent and its Subsidiaries for any Four-Quarter Period ending on the date of computation thereof, the sum of, without duplication, (i) Consolidated Interest Expense for such period, (ii) current maturities of Consolidated Indebtedness during such period, provided , that in connection with the Permitted Receivables Securization, current maturities thereof shall be excluded from the calculation of Consolidated Fixed Charges unless any notice of termination has been received by the Borrower or a mandatory amortization payment thereunder has been required, in which case, the amount subject to such termination or amortization, as applicable, shall be included in such calculation, and (iii) Consolidated Lease Payments for such period, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments.

“Consolidated Indebtedness” means all Indebtedness for Money Borrowed of the Parent and its Subsidiaries, all determined on a consolidated basis.

“Consolidated Interest Expense” means, with respect to any period of computation thereof, the gross interest expense of the Parent and its Subsidiaries, including without limitation (i) the current amortized portion of debt discounts to the extent included in gross interest expense, (ii) the current amortized portion of all fees (including fees payable in respect of any Rate Hedging Obligation) payable in connection with the incurrence of Indebtedness to the extent included in gross interest expense and (iii) the portion of any payments made in connection with Capital Leases allocable to interest expense, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments; provided , however , that Consolidated Interest Expense shall include the amount of payments in respect of Synthetic Lease Obligations and the Permitted Receivables Securitization that are in the nature of interest.

“Consolidated Lease Payments” means the gross amount of all lease or rental payments, whether or not characterized as rent, of the Parent and its Subsidiaries, excluding payments in respect of Capital Leases constituting Indebtedness or in respect of Synthetic Lease Obligations, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments.

“Consolidated Leverage Ratio” means, as of the date of computation thereof, the ratio of (i) Consolidated Total Adjusted Indebtedness (determined as at such date) to (ii) Consolidated EBITDAR (for the Four-Quarter Period ending on, (or most recently ended prior to), such date), subject to Acquisition Adjustments.

“Consolidated Net Income” means, for any period of computation thereof, the gross revenues from operations of the Parent and its Subsidiaries (including payments received by the Parent and its Subsidiaries of (i) interest income, and (ii) dividends and distributions made in the ordinary course of their businesses by Persons in which investment is permitted pursuant to this Agreement and not related to an extraordinary event), less all operating and non-operating expenses of the Parent and its Subsidiaries including taxes on income, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis; but excluding (for all purposes other than compliance with Section 10.1(a) ) as income: (i) net gains on the acquisition, retirement, sale or other disposition of capital stock and other securities of the Parent or its Subsidiaries, (ii) net gains on the collection of proceeds of life insurance policies, (iii) any write-up of any asset, and (iv) any other net gain or credit of an extraordinary nature as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments.

“Consolidated Shareholders’ Equity” means, as of any date on which the amount thereof is to be determined, (i) the sum of the following in respect of the Parent and its Subsidiaries (determined on a consolidated basis and excluding any upward adjustment after the Closing Date due to revaluation of assets): (a) the amount of issued and outstanding share capital, (b) the amount of additional paid-in capital and retained earnings (or, in the case of a deficit, minus the amount of such deficit), and (c) the amount of any foreign currency translation adjustment (if positive, or, if negative, minus the amount of such translation adjustment), (ii) minus the amount of any treasury stock, all as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

“Consolidated Tangible Net Worth” means, as of any date on which the amount thereof is to be determined, Consolidated Shareholders’ Equity minus the net book value of all assets of the Parent and its Subsidiaries which would be treated as intangible assets, such as (without limitation) goodwill (whether representing the excess of cost over book value of assets acquired or otherwise), capitalized expenses, unamortized debt discount and expense, consignment inventory rights, patents, trademarks, trade names, copyrights, franchises and licenses, all as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

“Consolidated Total Adjusted Indebtedness” means the sum of, without duplication, (i) Consolidated Indebtedness, (ii) the amount of the present value of all future Consolidated Lease Payments (calculated using a reasonable discount rate acceptable to the Agent) for which the Parent or any Subsidiary of the Parent is obligated, and (iii) all Contingent Obligations consisting of a guaranty of Indebtedness for Money Borrowed of the Parent and its Subsidiaries, all determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis, subject to Acquisition Adjustments.

“Consolidated Total Assets” means, as of any date on which the amount thereof is to be determined, the net book value of all assets of the Parent and its Subsidiaries as determined on a consolidated basis in accordance with GAAP applied on a Consistent Basis.

“Contingent Obligation” means, as to any Person, any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend, guaranty, letter of credit or other obligation (each a “ primary obligation ”) of another Person (the “ primary obligor ”), whether or not contingent, (a) to purchase, repurchase or otherwise acquire any such primary obligation or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor in respect of any such primary obligation or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of such primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor thereof to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

“Continue”, “Continuation”, and “Continued” shall refer to the continuation pursuant to Section 4.2 hereof of a Eurodollar Rate Loan as a Eurodollar Rate Loan from one Interest Period to the next Interest Period.

“Convert”, “Conversion”, and “Converted” shall refer to a conversion pursuant to Section 4.2 of one Type of Loan into another Type of Loan.

“Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the value of the capital stock, warrants or options to acquire capital stock of Parent or any Subsidiary of the Parent to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Parent or any Subsidiary of the Parent in connection with such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements, or the footnotes thereto, of the Parent and its Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of covenants not to compete, consulting agreements, and other affiliated contracts in connection with such Acquisition that should be recorded on financial statements of the Parent and its Subsidiaries in accordance with GAAP, (vi) the aggregate fair market value of all other consideration given by the Parent or any Subsidiary of the Parent in connection with such Acquisition, and (vii) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (A) the capital stock of the Parent shall be valued (I) in the case of capital stock that is then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (II) with respect to any other shares of capital stock, as determined by the Board of Directors of the Parent and, if requested by the Agent, determined to be a reasonable valuation by an independent appraisal firm reasonably acceptable to the Agent and the Parent, (B) the capital stock of any Subsidiary of the Parent shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Agent, determined to be a reasonable valuation by an independent appraisal firm reasonably acceptable to the Agent and the Parent, and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

“Credit Parties” means, collectively, the Borrower, the Parent, each Guarantor and each other Person granting a Lien on, or collaterally assigning, Collateral pursuant to any Security Instrument.

“Credit Secured Parties” means, collectively, the Agent, each Lender, and each affiliate of a Lender that is party to any Swap Agreement.

“CTI” means Covenant Transport, Inc., a Tennessee corporation, a Subsidiary of the Parent and an Affiliate of the Borrower.

“CVTI” means CVTI Receivables Corp., a Nevada corporation.

“Default” means any event or condition which, with the giving or receipt of notice or lapse of time or both, would constitute an Event of Default hereunder.

“Default Rate” means (i) with respect to each Eurodollar Rate Loan, until the end of the Interest Period applicable thereto, a rate of two percent (2%) above the Eurodollar Rate applicable to such Loan, and thereafter at a rate of interest per annum which shall be two percent (2%) above the Base Rate, (ii) with respect to Base Rate Loans, Swing Line Loans, Reimbursement Obligations, fees (other than Letter of Credit facility fees set forth in Section 4.6(b) ), and other amounts payable in respect of (x) Obligations or (y) (except as otherwise expressly provided therein) the obligations of any Credit Party other than the Borrower under any of the other Loan Documents, a rate of interest per annum which shall be two percent (2%) above the Base Rate, (iii) with respect to Letter of Credit facility fees set forth in Section 4.6(b) , a rate of two percent (2%) above the Applicable Margin, and (iv) in any case, the maximum rate permitted by applicable law, if lower.

“Defaulting Lender” has the meaning assigned to such term in the definition of “Required Lenders” herein.

“Direct Foreign Subsidiary” of any Person means a Subsidiary other than a Domestic Subsidiary of such Person a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by such Person or a Domestic Subsidiary of such Person.

“Dollars” and the symbol “$” means dollars constituting legal tender for the payment of public and private debts in the United States of America.

“Domestic Subsidiary” of any Person means any Subsidiary of such Person organized under the laws of the United States of America, any state or territory thereof or the District of Columbia.

“Eligible Assignee” means (i) a Lender, (ii) an affiliate of a Lender, (iii) an Approved Fund and (iv) any other Person approved by the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 13.1 , the Borrower, such approval not to be unreasonably withheld (provided that the incurrence by the Borrower of additional costs pursuant to Section 6.6 as a result of such assignment shall constitute a reasonable basis for withholding such consent) or delayed by the Borrower or the Agent, and such approval to be deemed given by the Borrower (in the absence of notice to the contrary, effective upon receipt) within two Business Days after notice of such proposed assignment has been provided by the assigning Lender to the Borrower; provided , however , that neither the Borrower, the Parent nor an Affiliate of the Borrower or the Parent shall qualify as an Eligible Assignee.

“Eligible Revenue Equipment” means any equipment, including all tractors, trucks, trailers and similar equipment used in the conduct of the trucking business of the Parent and its Subsidiaries and not constituting inventory, owned by the Parent or any Subsidiary of the Parent which (i) is subject to no Lien other than Liens permitted by Section 10.3 (a), (b) or (c) , (ii) is in salable and good working condition, and (iii) is not stored, garaged or permanently located at a location other than a place of business of the Parent or any Subsidiary of the Parent.

“Eligible Securities” means the following obligations and any other obligations previously approved in writing by the Agent:

(a)     Government Securities;

(b)     obligations of any corporation organized under the laws of any state of the United States of America or under the laws of any other nation, payable in the United States of America, expressed to mature not later than 92 days following the date of issuance thereof and rated in an investment grade rating category by S&P and Moody’s; and

(c)     interest bearing demand or time deposits issued by any Lender or certificates of deposit maturing within one year from the date of issuance thereof and issued by a bank or trust company organized under the laws of the United States or of any state thereof having capital surplus and undivided profits aggregating at least $400,000,000 and being rated “A” or better by S&P or “A” or better by Moody’s.

“Employee Benefit Plan” means (i) any employee benefit plan, including any Pension Plan, within the meaning of Section 3(3) of ERISA which (A) is maintained for employees of the Parent or any of its ERISA Affiliates, or any Subsidiary of the Parent or is assumed by the Parent or any of its ERISA Affiliates, or any Subsidiary of the Parent in connection with any Acquisition or (B) has at any time been maintained for the employees of the Parent, any current or former ERISA Affiliate, or any Subsidiary of the Parent and (ii) any plan, arrangement, understanding or scheme maintained by the Parent or any Subsidiary of the Parent that provides retirement, deferred compensation, employee or retiree medical or life insurance, severance benefits or any other benefit covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any Governmental Authority other than the United States of America.

“Environmental Laws” means any federal, state or local statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended; together with all regulations promulgated thereunder, and any other “Superfund” or “Superlien” law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

“ERISA Affiliate”, as applied to the Parent or the Borrower, respectively, means any Person or trade or business which is a member of a group which is under common control with the Parent or the Borrower, respectively, who together with the Parent or the Borrower, respectively, is treated as a single employer within the meaning of Section 414(b) and (c) of the Code.

“Eurodollar Base Rate” means, with respect to any Eurodollar Rate Loan for the Interest Period applicable thereto:

(a)     the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or

(b)     if such rate referenced in the preceding clause (a) is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurodollar Rate” means the interest rate per annum calculated according to the following formula:

“Eurodollar Rate Loan” means a Loan for which the rate of interest is determined by reference to the Eurodollar Rate.

“Event of Default” means any of the occurrences set forth as such in Section 11.1 .

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“Existing Credit Agreement” has the meaning set forth in the Recitals hereto.

“Existing Letters of Credit” means those Letters of Credit described or Schedule 1.2(a) hereto.

“Existing Loan Documents” has the meaning set forth in the Recitals hereto.

“Facility Guaranties” means, collectively, the following Guaranty Agreements, as each of the same may be amended, supplemented, amended and restated, or otherwise modified from time to time:

(i) that certain Amended and Restated Parent Guaranty Agreement dated as of the Closing Date by the Parent in favor of the Agent and the Lenders, amending and restating that certain Parent Guaranty Agreement dated as of December 13, 2000, by the Parent in favor of the Agent and the Lenders, substantially in the form of Exhibit I-1 attached hereto;

(ii) that certain Amended and Restated Subsidiary Guaranty Agreement dated as of the Closing Date by the Guarantors other than the Parent (“Subsidiary Guarantors”) in favor of the Agent and the Lenders, amending and restating that certain Subsidiary Guaranty Agreement dated as of December 13, 2000, by the Subsidiary Guarantors in favor of the Agent and the Lenders, substantially in the form of Exhibit I-2 attached hereto; and

(iii) any Subsidiary Guaranty Joinder Agreement delivered to the Agent pursuant to Section 9.19 hereof.

“Facility Termination Date” means such date as all of the following shall have occurred: (a) the Borrower shall have permanently terminated the Revolving Credit Facility and the Swing Line by payment in full of all Revolving Credit Outstandings and Letter of Credit Outstandings and Swing Line Outstandings, together with all accrued and unpaid interest thereon, except for the undrawn portion of Letters of Credit as have been fully cash collateralized in a manner consistent with the terms of Section 11.1(B) , or as to which other arrangements satisfactory to the Issuing Bank shall have been made, (b) all Swap Agreements shall have been terminated, expired or cash collateralized on terms acceptable to the Agent and the applicable counterparties, (c) all Revolving Credit Commitments and Letter of Credit Commitments shall have terminated or expired and (d) the Borrower shall have fully, finally and irrevocably paid and satisfied in full all Obligations (other than Obligations consisting of continuing indemnities and other contingent Obligations of the Borrower or any Guarantor that may be owing to the Lenders pursuant to the Loan Documents and expressly survive termination of this Agreement);

“FASB 133” means Statement of Financial Accounting Standards No. 133.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) charged to the Agent (in its individual capacity) on such day on such transactions as determined by the Agent.

“Fee Letter” means the letter agreement, dated November 1, 2004, among the Parent, the Borrower, the Agent and BAS.

“Fiscal Year” means the twelve month fiscal period of the Parent and its Subsidiaries commencing on January 1 of each calendar year and ending on December 31 of each calendar year.

“Foreign Benefit Law” means any applicable statute, law, ordinance, code, rule, regulation, order or decree of any foreign nation or any province, state, territory, protectorate or other political subdivision thereof regulating, relating to, or imposing liability or standards of conduct concerning, any Employee Benefit Plan.

“Four-Quarter Period” means a period of four full consecutive fiscal quarters of the Parent and its Subsidiaries, taken together as one accounting period.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” or “Generally Accepted Accounting Principles” means generally accepted accounting principles, being those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report.

“Government Securities” means direct obligations of, or obligations the timely payment of principal and interest on which are fully and unconditionally guaranteed by, the United States of America.

“Governmental Authority” shall mean any Federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Guarantors” means, at any date, the Parent, CTI, and all other Subsidiaries   of the Parent at such date who have executed and delivered a Facility Guaranty and related documents at such date as required hereunder.

“Hazardous Material” means and includes any pollutant, contaminant, or hazardous, toxic or dangerous waste, substance or material (including without limitation petroleum products, asbestos-containing materials and lead), the generation, handling, storage, transportation, disposal, treatment, release, discharge or emission of which is subject to any Environmental Law.

“Increased Commitment Date” has the meaning set forth in Section 2.1(f) .

“Increasing Lender” has the meaning set forth in Section 2.1(f) .

“Indebtedness” means as to any Person, without duplication, (a) all Indebtedness for Money Borrowed of such Person, (b) all Rate Hedging Obligations of such Person, (c) all indebtedness secured by any Lien on any property or asset owned or held by such Person regardless or whether the indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person, and (d) all Contingent Obligations of such Person, including all such items incurred by any partnership or joint venture as to which such Person is liable as a general partner or joint venturer.

“Indebtedness for Money Borrowed” means with respect to any Person, without duplication, all indebtedness in respect of money borrowed, including without limitation, all obligations under Capital Leases, all amounts outstanding under Permitted Receivables Securitizations, all Synthetic Lease Obligations, all Subordinated Indebtedness, the deferred purchase price of any property or services, the aggregate face amount of all surety bonds, letters of credit, and bankers’ acceptances, and (without duplication) all payment and reimbursement obligations in respect thereof whether or not matured, evidenced by a promissory note, bond, debenture or similar written obligation for the payment of money (including reimbursement agreements and conditional sales or similar title retention agreements), including all such items incurred by any partnership or joint venture as to which such Person is liable as a general partner or joint venturer, other than trade payables and accrued expenses incurred in the ordinary course of business.

“Interest Period” means, for each Eurodollar Rate Loan, a period commencing on the date such Eurodollar Rate Loan is made or Converted or Continued and ending, at the Borrower’s option, on the date one, two, three or six months thereafter as notified to the Agent by the Authorized Representative in accordance with the terms hereof; provided that,

(a)     if an Interest Period for a Eurodollar Rate Loan would end on a day which is not a Business Day, such Interest Period shall be extended to the next Business Day (unless such extension would cause the applicable Interest Period to end in the succeeding calendar month, in which case such Interest Period shall end on the next preceding Business Day); and

(b)     any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Interest Rate Selection Notice” means the written notice delivered by an Authorized Representative in connection with the election of a subsequent Interest Period for any Eurodollar Rate Loan or the Conversion of any Eurodollar Rate Loan into a Base Rate Loan or the Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in the form of Exhibit E .

“Issuing Bank” means initially Bank of America and thereafter any Lender which succeeds Bank of America as issuer of Letters of Credit under Article III .

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Letter of Credit” means a standby letter of credit issued by the Issuing Bank pursuant to Article III hereof for the account of the Borrower (or the Borrower and any Subsidiary of the Parent) in favor of a Person advancing credit or securing an obligation on behalf of the Borrower or any Subsidiary of the Parent and shall include the Existing Letters of Credit.

“Letter of Credit Commitment” means, with respect to each Lender, the obligation of such Lender to acquire Participations in respect of Letters of Credit and Reimbursement Obligations up to an aggregate amount at any one time outstanding equal to such Lender’s Applicable Commitment Percentage of the Total Letter of Credit Commitment, as the same may be increased or decreased from time to time pursuant to this Agreement.

“Letter of Credit Facility” means the facility described in Article III hereof providing for the issuance by the Issuing Bank for the account of the Borrower of Letters of Credit in an aggregate stated amount at any time outstanding not exceeding the Total Letter of Credit Commitment minus outstanding Reimbursement Obligations.

“Letter of Credit Outstandings” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Reimbursement Obligations then outstanding. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Licensing Agreements” means, collectively, each written license agreement, in form and substance satisfactory to the Agent, by and among the Borrower or any other Credit Party, as licensee, and CIP, as licensor, pursuant to which the Borrower or such Credit Party or Parties will have the right to use all trademarks, trade names, goodwill, rights under certain license agreements regarding source code, internally developed software, and certain know-how conducive to the operation of a trucking company, and shall pay royalties to CIP, in connection with such use in amounts established by such license agreement, including but not limited to that certain Intellectual Property License and Services Agreement dated October 1, 1999 by and between CIP, as licensor, and CTI, as licensee, and that certain Intellectual Property License and Services Agreement dated October 1, 1999 by and between CIP, as licensor, and Southern Refrigerated Transport, Inc., as licensee.

“Lien” means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purposes of this Agreement, the Parent and any Subsidiary of the Parent shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes.

“Loan” or Loans” means any of the Revolving Loans or the Swing Line Loans.

“Loan Documents” means this Agreement, the Notes, the Security Instruments, the Facility Guaranties, the Applications and Agreements for Letters of Credit and all Subordination Agreements, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Lender (including the Issuing Bank) or the Agent or the Collateral Agent in connection with the Loans made and transactions contemplated under this Agreement, but excluding documents or instruments evidencing Swap Agreements, as the same may be amended, supplemented or replaced from the time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, properties, operations, prospects or condition, financial or otherwise, of the Parent and its Subsidiaries taken as a whole, (ii) the ability of any Credit Party to pay or perform its respective obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, or (iii) the rights, powers and remedies of the Agent or any Lender under any Loan Document or the validity, legality or enforceability thereof.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or has made, or been obligated to make, contributions within the preceding six (6) Fiscal Years.

“Notes” means, collectively, the Swing Line Note and the Revolving Notes.

“Obligations” means the obligations, liabilities and Indebtedness of the Borrower with respect to (i) the principal and interest on the Loans as evidenced by the Notes, (ii) the Reimbursement Obligations and otherwise in respect of the Letters of Credit, (iii) all liabilities of the Borrower or the Parent to any Lender (or any affiliate of any Lender) which arise under a Swap Agreement, and (iv) the payment and performance of all other obligations, liabilities and Indebtedness of the Borrower to the Lenders (including the Issuing Bank), the Agent, the Collateral Agent or BAS hereunder, under any one or more of the other Loan Documents or with respect to the Loans.

“Operating Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, the bylaws, operating agreement, partnership agreement, limited partnership agreement or other applicable documents relating to the operation, governance or management of such entity.

“Organizational Action” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action), or other similar official action, as applicable, taken by such entity.

“Organizational Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, articles of organization, certificate of limited partnership or other applicable organizational or charter documents relating to the creation of such entity.

“Outstandings” means, collectively, at any date, the Letter of Credit Outstandings, Swing Line Outstandings and Revolving Credit Outstandings on such date.

“Participant” has the meaning set forth in Section 13.1(d) .

“Participation” means, (i) with respect to any Lender (other than the Issuing Bank) and a Letter of Credit, the extension of credit represented by the participation of such Lender hereunder in the liability of the Issuing Bank in respect of a Letter of Credit issued by the Issuing Bank in accordance with the terms hereof and (ii) with respect to any Lender (other than Bank of America) and a Swing Line Loan, the extension of credit represented by the participation of such Lender hereunder in the liability of Bank of America in respect of a Swing Line Loan made by Bank of America in accordance with the terms hereof.

“PBGC” means the Pension Benefit Guaranty Corporation and any successor thereto.

“Pension Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (i) is maintained for employees of the Parent or the Borrower or any of their respective ERISA Affiliates or is assumed by the Parent or the Borrower or any of their respective ERISA Affiliates in connection with any Acquisition or (ii) has at any time been maintained for the employees of the Parent or the Borrower or any current or former ERISA Affiliate.

“Permitted Receivables Securitization” means limited recourse or nonrecourse sales and assignments of accounts receivable of the Borrower or any Subsidiary of the Parent to one or more special purpose entities, in connection with the issuance of obligations by such special purpose entities secured by such accounts, the proceeds of the issuance of which obligations shall be made available to the Borrower or such Subsidiary of the Parent, as applicable, all pursuant to the terms and conditions of the Receivables Purchase Agreement.

“Permitted Share Repurchases” means purchases by the Parent of the common stock of the Parent made on the open market, on terms acceptable to the Agent and in compliance with applicable regulations, which purchases in the aggregate shall be subject to the limitations set forth in Section 10.8 .

“Person” means an individual, partnership, corporation, limited liability company, limited liability partnership, trust, unincorporated organization, association, joint venture or a government or agency or political subdivision thereof.

“Pledge Agreements” means, collectively, the following Pledge Agreements, as each of the same may be amended, supplemented (including by Pledge Agreement Supplement), amended and restated, or otherwise modified from time to time:

(i) that certain Third Amended and Restated Parent Stock Pledge and Security Agreement dated as of the Closing Date by the Parent in favor of the   Collateral Agent,   for the ratable benefit of the Credit Secured Parties, amending and restating that certain Second Amended and Restated Parent Stock Pledge and Security Agreement dated as of December 13, 2000 by the Parent in favor of the Collateral Agent, substantially in the form of Exhibit J-1 attached hereto;

(ii) that certain Third Amended and Restated Guarantor Stock Pledge and Security Agreement dated as of the Closing Date by CTI in favor of the Collateral Agent,   for the ratable benefit of the Credit Secured Parties, amending and restating that certain Second Amended and Restated Guarantor Stock Pledge and Security Agreement dated as of December 13, 2000 by CTI in favor of the Collateral Agent, substantially in the form of Exhibit J-2 attached hereto;

(iii) any additional Pledge Agreement delivered to the Collateral Agent pursuant to Article V or Section 9.19 hereof, substantially in the form attached hereto as Exhibit J-1 (with appropriate conforming changes);

(iv) any Pledge Joinder Agreement delivered to the Collateral Agent by any Subsidiary of the Parent pursuant to the provisions of Article V or Section 9.19 hereof (with appropriate conforming changes); and

(v) with respect to any Subsidiary Securities issued by a Direct Foreign Subsidiary of the Parent or the Borrower, any additional or substitute charge, agreement, document, instrument or conveyance, in form and substance acceptable to the Agent and the Collateral Agent, conferring under applicable foreign law upon the Collateral Agent for the ratable benefit of the Credit Secured Parties a Lien upon such Subsidiary Securities as are owned by the Parent, the Borrower or any Domestic Subsidiary of the Parent or the Borrower.

“Pledge Agreement Supplement” means, with respect to each Pledge Agreement, each Pledge Agreement Supplement substantially in the form affixed as an Exhibit to such Pledge Agreement.

“Pledge Joinder Agreement” means, with respect to each Pledge Agreement, the Pledge Joinder Agreement, substantially in the form affixed as an Exhibit to such Pledge Agreement.

“Pledged Interests” means the Subsidiary Securities required to be pledged as Collateral pursuant to Article V or Section 9.19 or the terms of any Pledge Agreement.

“Pricing Grid” means:

“Principal Office” means the principal office of Bank of America, presently located at 101 North Tryon Street, 15 ^th Floor, NC1-001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services, or such other office and address as the Agent may from time to time designate.

“Rate Hedge Value” means, with respect to each contract, instrument or other arrangement creating a Rate Hedging Obligation, the net obligations of the Borrower, the Parent, or any Subsidiary of the Parent thereunder equal to the termination value thereof as determined in accordance with its provisions (if such Rate Hedging Obligation has been terminated) or the mark to market value thereof as determined on the basis of available quotations from any recognized dealer in, or from Bloomberg or other similar service providing market quotations for, the applicable Rate Hedging Obligation (if such Rate Hedging Obligation has not been terminated).

“Rate Hedging Obligations” means, without duplication, any and all obligations of the Borrower, the Parent or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates , including fuel prices,   applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, Dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts, warrants and those commonly known as interest rate “swap” agreements and forward fuel purchase contracts, commitments, or options; (ii) all other “derivative instruments” as defined in FASB 133 and which are subject to the reporting requirements of FASB 133; and (iii) any and all cancellations, buybacks, reversals, terminations or assignments of any of the foregoing. For purposes of any computation hereunder, each Rate Hedging Obligation shall be valued at the Rate Hedge Value thereof.

“Receivables Purchase Agreement” means, collectively, (i) that certain Receivables Purchase Agreement dated as of December 12, 2000 by and among CTI, as an Originator, Southern Refrigerated Transport, Inc., as an Originator, and CVTI, as Purchaser, and (ii) that certain Loan Agreement dated as of December 12, 2000 by and among CVTI, as Borrower, the Parent, as Master Servicer, Three Pillars Funding Corporation, as Lender, and SunTrust Equitable Securities Corporation, as Administrator, each as amended to date.

“Regulation D” means Regulation D of the Board as the same may be amended or supplemented from time to time.

“Reimbursement Obligation” shall mean at any time, the obligation of the Borrower with respect to any Letter of Credit to reimburse the Issuing Bank and the Lenders to the extent of their respective Participations (including by the receipt by the Issuing Bank of proceeds of Loans pursuant to Section 2.1(c)(iii) ) for amounts theretofore paid by the Issuing Bank pursuant to a drawing under such Letter of Credit.

“Required Lenders” means, as of any date, Lenders on such date having Credit Exposures (as defined below) aggregating (i) if there shall be fewer than three (3) Lenders, 100% of the aggregate Credit Exposures of all Lenders on such date, and (ii) if there shall be three (3) or more Lenders , more than 50% of the aggregate Credit Exposures of all the Lenders on such date. For purposes of the preceding sentence, the amount of the “ Credit Exposure ” of each Lender shall be equal at all times (a) other than following the occurrence and during the continuance of an Event of Default, to its Revolving Credit Commitment, and (b) following the occurrence and during the continuance of an Event of Default, to the sum of (i) the aggregate principal amount of such Lender’s Applicable Commitment Percentage of Revolving Credit Outstandings plus (ii) the amount of such Lender’s Applicable Commitment Percentage of Letter of Credit Outstandings and Swing Line Outstandings; provided that, for the purpose of this definition only, (A) if any Lender shall have failed to fund its Applicable Commitment Percentage of any Advance (each such Lender, and each Lender set forth in clauses (B) and (C) below a “Defaulting Lender”), then the Revolving Credit Commitment of such Lender shall be deemed reduced by the amount it so failed to fund for so long as such failure shall continue and such Lender’s Credit Exposure attributable to such failure shall be deemed held by any Lender making more than its Applicable Commitment Percentage of such Advance to the extent it covers such failure, (B) if any Lender shall have failed to pay to the Issuing Bank upon demand its Applicable Commitment Percentage of any drawing under any Letter of Credit resulting in an outstanding Reimbursement Obligation (whether by funding its Participation therein or otherwise), such Lender’s Credit Exposure attributable to all Letter of Credit Outstandings shall be deemed to be held by the Issuing Bank until such Lender shall pay such deficiency amount to the Issuing Bank together with interest thereon as provided in Section 4.9 and (C) if any Lender shall have failed to pay to Bank of America on demand its Applicable Commitment Percentage of any Swing Line Loan (whether by funding its Participation therein or otherwise), such Lender’s Credit Exposure attributable to all Swing Line Outstandings shall be deemed to be held by Bank of America until such Lender shall pay such deficiency amount to Bank of America together with interest thereon as provided in Section 4.9 .

“Reserve Requirement” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Reserve Requirement.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of the Parent or any Subsidiary Securities (other than those payable or distributable solely to the Parent, or those payable or distributable to a Subsidiary of the Parent which are subsequently paid or distributed by such Subsidiary to the Parent, provided that any amount received by the Parent and not used to finance a Permitted Share Repurchase within thirty (30) days of its receipt shall be contributed as capital to the Borrower, other than amounts used by the Parent to make cash dividend payments as permitted by Section 10.8 ) now or hereafter outstanding, except a dividend payable solely in shares of a class of stock or equity interest to the holders of that class; (b) any redemption, conversion, exchange, retirement or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Parent or any Subsidiary Securities (other than those payable or distributable solely to the Parent) now or hereafter outstanding; (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Parent or any Subsidiary Securities of its Subsidiaries now or hereafter outstanding; and (d) any issuance and sale of Subsidiary Securities of any Subsidiary of the Parent or of the Borrower, (or any option, warrant or right to acquire such stock) other than in the case of Subsidiaries of the Borrower, to the Borrower or another of its Subsidiaries and in the case of any other Subsidiaries of the Parent, to the Parent or one of its Subsidiaries.

“Revolving Credit Commitment” means, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrower up to an aggregate principal amount at any one time outstanding equal to such Lender’s Applicable Commitment Percentage of the Total Revolving Credit Commitment.

“Revolving Credit Facility” means the facility described in Section 2.1 hereof providing for Loans to the Borrower by the Lenders in the aggregate principal amount of the Total Revolving Credit Commitment.

“Revolving Credit Outstandings” means, as of any date of determination, the aggregate principal amount of all Revolving Loans then outstanding.

“Revolving Credit Termination Date” means (i) the Stated Termination Date or (ii) such earlier date of termination of Lenders’ obligations pursuant to Section 11.1 upon the occurrence of an Event of Default, or (iii) such date as the Borrower may voluntarily and permanently terminate the Revolving Credit Facility by payment in full of all Revolving Credit Outstandings, Swing Line Outstandings and Letter of Credit Outstandings and cancellation of all Letters of Credit, together with all accrued and unpaid interest thereon.

“Revolving Loan” means any borrowing pursuant to an Advance under the Revolving Credit Facility in accordance with Section 2.1 .

“Revolving Notes” means, collectively, the promissory notes of the Borrower evidencing Revolving Loans executed and delivered to the Lenders as provided in Section 2.3 substantially in the form of Exhibit F-1 , with appropriate insertions as to amounts, dates and names of Lenders.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Security Instruments” means, collectively, the Pledge Agreements, and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Borrower, the Parent or any Subsidiary of the Parent or of the Borrower or other Person shall grant or convey to the Collateral Agent for the benefit of the Credit Secured Parties a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Loan Document, as any of them may be amended, modified or supplemented from time to time.

“Servicing Agreements” means, collectively, each written servicing agreement, in form and substance acceptable to the Agent, by and between Covenant.com, Inc. and the Borrower and certain other Credit Parties pursuant to which Covenant.com, Inc. provides management information system services to such entities in return for a fee determined by such servicing agreement.

“Solvent” means, when used with respect to any Person, that at the time of determination:

“Stated Termination Date” means December 16, 2009.

“Subordinated Indebtedness” means, (i) as at the Closing Date, Indebtedness for Money Borrowed then outstanding of the Borrower or any Guarantor which is subject to a Subordination Agreement or otherwise is fully subordinated in writing on terms acceptable to the Agent and the Required Lenders to the Obligations and, as applicable, other obligations of the Credit Parties under the Loan Documents, and (ii) from and after the Closing Date, in addition, such other Indebtedness for Money Borrowed of the Borrower or any Guarantor permitted to be incurred hereunder and which is subject to a Subordination Agreement or otherwise is fully subordinated in writing on terms acceptable to the Agent and the Required Lenders to the Obligations and, as applicable, other obligations of the Credit Parties under the Loan Documents.

“Subordination Agreement” means a Subordination Agreement in form and substance satisfactory to the Agent and the Required Lenders, executed and delivered by the Borrower or any Guarantor which has issued Subordinated Indebtedness and by the holder or holders of such Subordinated Indebtedness.

“Subsidiary” of any Person means any corporation or other entity in which more than 50% of its outstanding Voting Securities or more than 50% of all equity interests is owned directly or indirectly by such Person, and/or by one or more of such Person’s Subsidiaries, and when used in this Agreement without reference to such Person shall include both a Subsidiary of the Parent and a Subsidiary of the Borrower; provided, however , that each of CVTI and Volunteer Insurance Limited shall only be included as a Subsidiary of the Parent in the references to “Subsidiary” or “Subsidiaries” included in Sections 8.1(a) and (b), 8.4 (except for the last sentence thereof), 8.8, 8.9, 8.10, 9.1(f) and (g), 9.3, 9.4, 9.6, 9.7, 9.8, 9.9, 9.11, 9.12 and 10.14 .

“Subsidiary Guaranty Joinder Agreement” means, with respect to the Facilities Guaranty set forth in clause (iii) of the definition thereof each Subsidiary Guaranty Joinder Agreement substantially in the form of Exhibit I-2 attached hereto (with appropriate conforming changes) thereof attached to such Facilities Guaranty.

“Subsidiary Securities” means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary of the Borrower or of the Parent (excluding CVTI and Volunteer Insurance Limited, and specifically including the capital stock of the Borrower, all of which is owned by the Parent), whether or not constituting a “security” under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

“Swap Agreement” means one or more agreements between the Borrower, the Parent and any Person, on terms mutually acceptable to the Borrower, the Parent and such Person and approved by the Required Lenders, which agreements create Rate Hedging Obligations; provided , however , that no such approval of the Lenders shall be required to the extent such agreements are entered into between the Borrower, the Parent and any Lender or any affiliate of any Lender.

“Swing Line” means the revolving line of credit established by Bank of America in favor of the Borrower pursuant to Section 2.4 .

“Swing Line Loans” means loans made by Bank of America to the Borrower pursuant to Section 2.4 .

“Swing Line Note” means the promissory note of the Borrower evidencing the Swing Line executed and delivered to Bank of America as provided in Section 2.3 substantially in the form of Exhibit F-2 .

“Swing Line Outstandings” means, as of any date of determination, the aggregate principal amount of all Swing Line Loans then outstanding.

“Synthetic Lease Obligations” means generally all monetary obligations of a lessee under any tax retention or other synthetic leases which is treated as an operating lease under GAAP but the liabilities under which are or would be characterized as indebtedness of such Person for tax purposes or upon the insolvency of such Person. The amount of Synthetic Lease Obligations in respect of any synthetic lease at any date of determination thereof shall be equal to the aggregate purchase price of any property subject to such lease less the aggregate amount of payments of rent theretofore made which reduce the lessee’s obligations under such synthetic lease and which are not the financial equivalent of interest.

“Termination Event” means: (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (unless the notice requirement has been waived by applicable regulation); or (ii) the withdrawal of the Parent or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA; or (iii) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the PBGC; or (v) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; or (vi) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Section 4241 or Section 4245 of ERISA, respectively; or (ix) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any event or condition with respect to any Employee Benefit Plan which is regulated by any Foreign Benefit Law that results in the termination of such Employee Benefit Plan or the revocation of such Employee Benefit Plan’s authority to operate under the applicable Foreign Benefit Law.

“Total Letter of Credit Commitment” means an amount not to exceed $75,000,000.

“Total Revolving Credit Commitment” means a principal amount equal to $150,000,000, as reduced from time to time in accordance with Section 2.1(e) and as increased from time to time in accordance with Section 2.1(f)

“Transplace.com” means Transplace.com, LLC, an Affiliate of the Parent.

“Type” shall mean any type of Loan (i.e., a Base Rate Loan or a Eurodollar Rate Loan).

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Volunteer Insurance Limited” means Volunteer Insurance Limited, a Cayman Islands corporation.

“Voting Securities” means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

1.3.      Rules of Interpretation .

(j)       Each of the parties to the Loan Documents and their counsel have reviewed and revised, or requested (or had the opportunity to request) revisions to, the Loan Documents, and any rule of construction that ambiguities are to be resolved against the drafting party shall be inapplicable in the construing and interpretation of the Loan Documents and all exhibits, schedules and appendices thereto.

(k)       Any reference to an officer of the Borrower or the Parent or any other Person by reference to the title of such officer shall be deemed to refer to each other officer of such Person, however titled, exercising the same or substantially similar functions.

(l)       All references to any agreement or document as amended, modified or supplemented, or words of similar effect, shall mean such document or agreement, as the case may be, as amended, modified or supplemented from time to time only as and to the extent permitted therein and in the Loan Documents.

1.4.      Accounting for Acquisitions .

     With respect to any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply:

(a)      For each of the four Four-Quarter Periods ending next following the date of such Acquisition, (i) Consolidated EBITDAR shall include the results of operations of the Person or assets so acquired on a historical pro forma basis and which amounts may include such adjustments as are permitted under Regulation S-X of the Securities and Exchange Commission and reasonably satisfactory to the Agent but (ii) for purposes of determining compliance with the provisions of Section 10.1(a) , any increase in Consolidated Net Income resulting solely from such pro forma treatment of such Acquisition shall be disregarded; and

(b)      For each of the four Four-Quarter Periods ending next following the date of each Acquisition, Consolidated Fixed Charges shall include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition (“Incremental Debt”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected Four-Quarter Period, as the case may be.

1.5.      Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Application and Agreement for Letter of Credit related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.6.      Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

2.1.      Revolving Loans .

(a)      Commitment . Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender’s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided , however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed the lesser of (A) the Total Revolving Credit Commitment or (B) the Borrowing Base. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date.

(b)      Amounts . Except as otherwise permitted by the Lenders from time to time, the amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not exceed at any time the lesser of (i) the Total Revolving Credit Commitment or (ii) the Borrowing Base, and, in the event there shall be outstanding any such excess, the Borrower shall immediately make such payments and prepayments as shall be necessary to comply with this restriction. Each Advance under the Revolving Credit Facility, other than Base Rate Refunding Loans, shall be in an amount of at least $1,000,000, and, if greater than $1,000,000, an integral multiple of $1,000,000.

           (c)             Advances .

(i)     An Authorized Representative shall give the Agent (1) irrevocable telephonic notice of each Eurodollar Rate Loan (whether representing an additional borrowing or the Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan to a Eurodollar Rate Loan) prior to 10:30 A.M. on the date three Business Days prior to the day of such proposed Loan and (2) irrevocable telephonic notice of each Base Rate Loan (other than Base Rate Refunding Loans and automatic Conversions to the extent the same are effected without notice pursuant to Section 2.1(c)(iii) and Article VI respectively, and whether representing an additional borrowing hereunder or the Conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:30 A.M. on the day of such proposed Revolving Loan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the borrowing, the type of Revolving Loan (Base Rate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions; provided , that failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with the amount of each Lender’s portion of an Advance requested thereunder, shall be provided by the Agent to each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 10:30 A.M.) not later than 1:00 P.M. on the same day as the Agent’s receipt of such notice.

(ii)     Not later than 2:00 P.M. on the date specified for each borrowing under this Section 2.1 , each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Advance or Advances to be made by it on such day available by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender’s Applicable Commitment Percentage of the Revolving Loan or Revolving Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Dollars constituting immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the proceeds thereof to the Borrower’s Account or otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative and reasonably acceptable to the Agent.

(iii)     Notwithstanding the foregoing, if a drawing is made under any Letter of Credit, such drawing is honored by the Issuing Bank, and the Borrower shall not immediately fully reimburse the Issuing Bank in respect of such drawing from other funds available to the Borrower, (A) provided that the conditions to making a Revolving Loan as herein provided shall then be satisfied, the Reimbursement Obligation arising from such drawing shall be paid to the Issuing Bank by the Agent without the requirement of notice to or from the Borrower from immediately available funds which shall be advanced as a Base Rate Refunding Loan to the Agent at its Principal Office by each Lender under the Revolving Credit Facility in an amount equal to such Lender’s Applicable Commitment Percentage of such Reimbursement Obligation, and (B) if the conditions to making a Revolving Loan as herein provided shall not then be satisfied, each of the Lenders shall fund by payment to the Agent (for the benefit of the Issuing Bank) at its Principal Office in immediately available funds the purchase from the Issuing Bank of their respective Participations in the related Reimbursement Obligation based on their respective Applicable Commitment Percentages of the Total Letter of Credit Commitment. If a drawing is presented under any Letter of Credit in accordance with the terms thereof and the Borrower shall not immediately reimburse the Issuing Bank in respect thereof, then notice of such drawing or payment shall be provided promptly by the Issuing Bank to the Agent and the Agent shall provide notice to each Lender by telephone or telefacsimile transmission. If notice to the Lenders of a drawing under any Letter of Credit is given by the Agent at or before 12:00 noon on any Business Day, each Lender shall either make a Base Rate Refunding Loan or fund the purchase of its Participation as specified above in the amount of such Lender’s Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the Agent for the account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds before 2:30 P.M. on the same Business Day. If such notice to the Lenders is given by the Agent after 12:00 noon on any Business Day, each Lender shall either make such Base Rate Refunding Loan or fund such purchase before 12:00 noon on the next following Business Day.

(d)      Repayment of Revolving Loans . The principal amount of each Revolving Loan shall be due and payable to the Agent for the benefit of each Lender in full on the Revolving Credit Termination Date, or earlier as specifically provided herein. The principal amount of any Revolving Loan may be prepaid in whole or in part on any Business Day, upon (A) at least three (3) Business Days’ irrevocable telephonic notice in the case of each Revolving Loan that is a Eurodollar Rate Loan from an Authorized Representative (effective upon receipt) to the Agent prior to 10:30 A.M. and (B) irrevocable telephonic notice in the case of each Revolving Loan that is a Base Rate Loan from an Authorized Representative (effective upon receipt) to the Agent prior to 10:30 A.M. on the day of such proposed repayment. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not effect the validity of such telephonic notice. All prepayments of Revolving Loans made by the Borrower shall be in the amount of $1,000,000 or such greater amount which is an integral multiple of $1,000,000, or the amount equal to all Revolving Credit Outstandings, or such other amount as necessary to comply with Section 2.1(b) .

(e)      Reductions . The Borrower shall, by notice from an Authorized Representative, have the right from time to time but not more frequently than once each calendar month, upon not less than three (3) Business Days’ written notice to the Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment. The Agent shall give each Lender, within one (1) Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), of such reduction. Each such reduction shall be in the aggregate amount of $2,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Loans or Swing Line Loans to the extent that the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid provided that, after the foregoing payments, if Letter of Credit Outstandings then still exceed the Total Revolving Credit Commitment as reduced, the Borrower shall deposit cash with the Agent in an amount equal to the amount of any such excess Letter of Credit Outstandings, as collateral security for the repayment of any future drawing or payments under such Letters of Credit.

(f)      Increases .

(i)     The Borrower shall have the right, without the consent of the Lenders, subject to the terms of this Section 2.1(f) , to effectuate from time to time, at any time prior to the then effective Revolving Credit Termination Date, an increase in the Total Revolving Credit Commitment under this Agreement by adding to this Agreement one or more banks or other financial institutions acceptable to the Agent and who otherwise qualify as Eligible Assignees, who shall, upon completion of the requirements of this Section 2.1(f) constitute a “Lender” or “Lenders” hereunder (each an “Added Lender”), or by allowing one or more Lenders in their sole discretion to increase their respective Revolving Credit Commitment hereunder (each an “Increasing Lender”), so that such increased Revolving Credit Commitments shall equal the increase in the Total Revolving Credit Commitment effectuated pursuant to this Section 2.1(f) ; provided that (i) the aggregate increased Revolving Credit Commitment or added Revolving Credit Commitment to be effected shall be in an amount not less than $10,000,000, and, if greater than $10,000,000, an integral multiple of $5,000,000, (ii) no increase in or added Revolving Credit Commitments pursuant to this Section 2.1(f) shall result in the Total Revolving Credit Commitment exceeding $200,000,000, (iii) the Borrower shall first offer to the then existing Lenders the right to commit to any such increase in Revolving Credit Commitments, but no Lender’s Revolving Credit Commitment shall be increased under this Section 2.1(f) without the consent of such Lender, (iv) there shall not exist any Default or Event of Default immediately prior to and immediately after giving effect to such increased or added Commitment, (v) there shall not at any prior time have been any reduction of the Total Revolving Credit Commitment pursuant to Section 2.1(e) and (vi) no increase in or added Revolving Credit Commitment shall increase the Total Letter of Credit Commitments or the amount of Swing Line Loan Outstandings permitted by Section 2.4(a)(ii) . The Borrower shall deliver or pay, as applicable, to the Agent not later than ten (10) Business Days prior to any such increase in the Total Revolving Credit Commitment each of the following items with respect to each Added Lender and Increasing Lender:

(A)     a written notice of Borrower’s intention to increase the Total Revolving Credit Commitment pursuant to this Section 2.1(f) , which shall specify each Added Lender and Increasing Lender, if any, the changes in amounts of Revolving Credit Commitments that will result, and such other information as is reasonably requested by the Agent;

(B)     documents in the form of Exhibit L or Exhibit M , as may be required by the Agent, executed and delivered by each Added Lender and each Increasing Lender, pursuant to which it becomes a party hereto or increases its Revolving Credit Commitment, as the case may be;

(C)     if requested by the applicable Lender, Notes or replacement Notes, as the case may be, executed and delivered by Borrower; and

(D)     a non-refundable processing fee of $3,500 with respect to each Added Lender or Increasing Lender for the sole account of the Agent.

(ii)     Upon receipt of any notice referred to in clause (i)(A) above, the Agent shall promptly notify each Lender thereof. Upon execution and delivery of such documents and the payment of such fee (the “Increased Commitment Date”), each such Added Lender shall constitute a “Lender” for all purposes under this Agreement and related documents without any acknowledgment by or the consent of the other Lenders, with a Revolving Credit Commitment as specified in such documents, or such Lender’s Revolving Credit Commitment shall increase as specified in such documents, as the case may be. Immediately upon the effectiveness of the addition of such Added Lender or the increase in the Revolving Credit Commitment of such Increasing Lender under this Section 2.1(f) , (i) the respective Applicable Commitment Percentages of the Lenders shall be deemed modified as appropriate to correspond to such changed Total Revolving Credit Commitment, and (ii) if there are at such time outstanding any Revolving Credit Outstandings, each Lender whose Applicable Commitment Percentage has been decreased as a result of the increase in the Total Revolving Credit Commitment shall be deemed to have assigned, without recourse, to each Added Lender and Increasing Lender such portion of such Lender’s Revolving Credit Outstandings as shall be necessary to effectuate such adjustment in Applicable Commitment Percentages.   Each Increasing Lender and Added Lender (i) shall be deemed to have assumed such portion of such Revolving Credit Outstandings and (ii) shall fund to each other Lender on the Increased Commitment Date the amount of Revolving Credit Outstandings assigned to it by such Lender. The Borrower agrees to pay to the Lenders on demand any and all amounts resulting from break funding charges to the extent payable pursuant to this Agreement as a result of any such prepayment of Revolving Credit Outstandings occasioned by the foregoing increase in Revolving Credit Commitments and the reallocation of the Applicable Commitment Percentages.

(iii)     This section shall supercede any provisions in Section 13.1 and 13.6 to the contrary.

2.2.      Use of Proceeds . The proceeds of the Loans made pursuant to the Revolving Credit Facility hereunder shall be used by the Borrower for: (i) general working capital needs, capital expenditures, and other corporate purposes, including the making of Acquisitions permitted hereunder, (ii) to refinance all Indebtedness outstanding under the Existing Credit Agreement, (iii) to make loans, dividends or other distributions to the Parent, which will use such proceeds as permitted herein, including without limitation Permitted Share Repurchases, and (iv) to make loans and advances to any Guarantor.

2.3.      Notes .

(a)      Revolving Notes . Revolving Loans made by each Lender shall be evidenced by the Revolving Note payable to the order of such Lender in the respective amount of its Applicable Commitment Percentage of the Total Revolving Credit Commitment, which Revolving Note shall be dated the Closing Date or a later date pursuant to an Assignment and Acceptance and shall be duly completed, executed and delivered by the Borrower.

(b)      Swing Line Note . The Swing Line Outstandings shall be evidenced by a separate Swing Line Note payable to the order of the Bank of America in the amount of the Swing Line, which Note shall be dated the Closing Date and shall be duly completed, executed and delivered by the Borrower.

2.4.      Swing Line . (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, Bank of America shall make available Swing Line Loans to the Borrower prior to the Revolving Credit Termination Date. Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $10,000,000, or (iii) if after giving effect to such Swing Line Loan, the sum of the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of (i) the Borrowing Base or (ii) the Total Revolving Credit Commitment. Each Swing Line Loan shall mature, and the principal amount thereof, together with any accrued interest thereon, shall be payable (if not previously prepaid) in full to Bank of America on the tenth Business Day after such Swing Line Loan is made. The Borrower may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.4 . Unless notified to the contrary by Bank of America, borrowings under the Swing Line shall be made in the minimum amount of $500,000 or, if greater, in amounts which are integral multiples of $100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to Bank of America not later than 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2 , with appropriate insertions. Unless notified to the contrary by Bank of America, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000 or the aggregate amount of all Swing Line Outstandings. Notwithstanding the foregoing, the dollar amounts set forth in this Section 2.4 in regards to minimum and integral amounts to borrow, and the maturity of principal payments are otherwise subject to autoborrow arrangements mutually agreed to by the Agent and the Borrower.

(b)     The interest payable on Swing Line Loans is solely for the account of Bank of America. Swing Line Loans shall bear interest solely at the Base Rate. All accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the manner provided in Section 4.3 with respect to interest on Base Rate Loans, and the Swing Line Loans shall accrue interest at the Default Rate in such circumstances as set forth in Section 4.3 .

(c)     Upon the making of a Swing Line Loan in accordance with the terms hereof, each Lender shall be deemed to have purchased from Bank of America a Participation therein in an amount equal to that Lender’s Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 , and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event.

(d)     The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower pursuant to Section 2.1(c)(ii) . The proceeds of such Advances shall be paid to Bank of America for application to the Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

3.1.      Letters of Credit . The Issuing Bank agrees, subject to the terms and conditions of this Agreement, upon request of the Borrower to issue from time to time for the account of the Borrower (or the Borrower and any Subsidiary of the Parent) Letters of Credit upon delivery to the Issuing Bank of an Application and Agreement for Letter of Credit relating thereto in form and content acceptable to the Issuing Bank; provided , that (i) the Issuing Bank shall not be obligated to issue (or renew) any Letter of Credit if it has been notified by the Agent or has actual knowledge that a Default or Event of Default has occurred and is continuing, (ii) the Letter of Credit Outstandings shall not exceed the Total Letter of Credit Commitment and (iii) no Letter of Credit shall be issued (or renewed) if, after giving effect thereto, Letter of Credit Outstandings plus Revolving Credit Outstandings plus Swing Line Outstandings shall exceed the lesser of (i) the Borrowing Base or (ii) the Total Revolving Credit Commitment. No Letter of Credit shall have an expiry date (including all rights of the Borrower or any beneficiary named in such Letter of Credit to require renewal) or payment date occurring later than the earlier to occur of one year after the date of its issuance or the seventh Business Day prior to the Stated Termination Date.

3.2.      Reimbursement and Participations .

(a)     The Borrower hereby unconditionally agrees to pay to the Issuing Bank immediately on demand at the Principal Office all amounts required to pay all drafts drawn or purporting to be drawn under the Letters of Credit and all reasonable expenses incurred by the Issuing Bank in connection with the Letters of Credit, and in any event and without demand to place in possession of the Issuing Bank (which shall include Advances under the Revolving Credit Facility if permitted by Section 2.1 and Swing Line Loans if permitted by Section 2.4 ) sufficient funds to pay all debts and liabilities arising under any Letter of Credit. The Issuing Bank agrees to give the Borrower prompt notice of any request for a draw under a Letter of Credit. The Issuing Bank may charge any account the Borrower may have with it for any and all amounts the Issuing Bank pays under a Letter of Credit, plus charges and reasonable expenses as from time to time agreed to by the Issuing Bank and the Borrower; provided that to the extent permitted by Section 2.1(c)(iii) and Section 2.4 , amounts shall be paid pursuant to Advances under the Revolving Credit Facility or, if the Borrower shall elect, by Swing Line Loans. The Borrower agrees to pay the Issuing Bank interest on any Reimbursement Obligations not paid when due hereunder at the Default Rate.

(b)     In accordance with the provisions of Section 2.1(c) , the Issuing Bank shall notify the Agent of any drawing under any Letter of Credit promptly following the receipt by the Issuing Bank of such drawing.

(c)     Each Lender (other than the Issuing Bank) shall automatically acquire on the date of issuance thereof in accordance with the terms hereof, a Participation in the liability of the Issuing Bank in respect of each Letter of Credit in an amount equal to such Lender’s Applicable Commitment Percentage of such liability, and to the extent that the Borrower is obligated to pay the Issuing Bank under Section 3.2(a) , each Lender (other than the Issuing Bank) thereby shall absolutely, unconditionally and irrevocably assume, and shall be unconditionally obligated to pay to the Issuing Bank, its Applicable Commitment Percentage of the liability of the Issuing Bank under such Letter of Credit in the manner and with the effect provided in Section 2.1(c)(iii) .

(d)     Simultaneously with the making of each payment by a Lender to the Issuing Bank pursuant to Section 2.1(c)(iii)(B) , such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the date the Lender made its payment) in the related Reimbursement Obligation of the Borrower. Each Lender’s obligation to make payment to the Agent for the account of the Issuing Bank pursuant to Section 2.1(c)(iii) and Section 3.2(c) , and the right of the Issuing Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be made without any offset, abatement, withholding or reduction whatsoever. In the event the Lenders have purchased Participations in any Reimbursement Obligation as set forth above, then at any time payment (in fully collected, immediately available funds) of such Reimbursement Obligation, in whole or in part, is received by the Issuing Bank from the Borrower, the Issuing Bank shall promptly pay to each Lender an amount equal to its Applicable Commitment Percentage of such payment from the Borrower.

(e)     Promptly following the end of each calendar quarter, the Issuing Bank shall deliver to the Agent a notice describing the aggregate undrawn amount of all Letters of Credit at the end of such quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to the Agent, and the Agent shall deliver to such Lender, any other information reasonably requested by such Lender with respect to each Letter of Credit outstanding.

(f)     The issuance by the Issuing Bank of each Letter of Credit shall, in addition to the conditions precedent set forth in Article VII , be subject to the conditions that such Letter of Credit be in such form and contain such terms as shall be reasonably satisfactory to the Issuing Bank consistent with the then current practices and procedures of the Issuing Bank with respect to similar letters of credit, and the Borrower shall have executed and delivered such other instruments and agreements relating to such Letters of Credit as the Issuing Bank shall have reasonably requested consistent with such practices and procedures and shall not be in conflict with any of the express terms herein contained. All Letters of Credit shall be issued pursuant to and subject to the ISP.

(g)     The Borrower agrees that the Issuing Bank may, in its sole discretion, accept or pay, as complying with the terms of any Letter of Credit, any drafts or other documents otherwise in order which may be signed or issued by an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, attorney in fact or other legal representative of a party who is authorized under such Letter of Credit to draw or issue any drafts or other documents.

(h)     Without limiting the generality of the provisions of Section 13.9 , the Borrower hereby agrees to indemnify and hold harmless the Issuing Bank, each other Lender, the Agent and the Collateral Agent from and against any and all claims and damages, losses, liabilities, reasonable costs and expenses which the Issuing Bank, such other Lender, the Agent or the Collateral Agent may incur (or which may be claimed against the Issuing Bank, such other Lender, the Agent or the Collateral Agent) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay under any Letter of Credit; provided that the Borrower shall not be required to indemnify the Issuing Bank, any other Lender, the Agent or the Collateral Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (i) of any direct as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or gross negligence or (ii) caused by the failure of the Issuing Bank to pay under any Letter of Credit after the presentation to it of a request for payment strictly complying with the terms and conditions of such Letter of Credit, unless such payment is prohibited by any law, regulation, court order or decree. The indemnification and hold harmless provisions of this Section 3.2(h) shall survive repayment of the Obligations, occurrence of the Revolving Credit Termination Date, the Facility Termination Date and expiration or termination of this Agreement.

(i)     Without limiting Borrower’s rights as set forth in Section 3.2(h) , the obligation of the Borrower to immediately reimburse the Issuing Bank for drawings made under Letters of Credit and the Issuing Bank’s right to receive such payment shall be absolute, unconditional and irrevocable, and such obligations of the Borrower shall be performed strictly in accordance with the terms of this Agreement and such Letters of Credit and the related Application and Agreement for any Letter of Credit, under all circumstances whatsoever, including the following circumstances:

(i)     any lack of validity or enforceability of the Letter of Credit, the obligation supported by the Letter of Credit or any other agreement or instrument relating thereto (collectively, the “Related LC Documents”);

(ii)     any amendment or waiver of or any consent to or departure from all or any of the Related LC Documents;

(iii)     the existence of any claim, setoff, defense (other than the defense of payment in accordance with the terms of this Agreement) or other rights which the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent, the Collateral Agent, the Lenders or any other Person, whether in connection with the Loan Documents, the Related LC Documents or any unrelated transaction;

(iv)     any breach of contract or other dispute between the Borrower and any beneficiary or any transferee of a Letter of Credit (or any persons or entities for whom such beneficiary or any such transferee may be acting), the Agent, the Lenders or any other Person;

(v)     any draft, statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever so long as any such document appeared to comply with the terms of the Letter of Credit;

(vi)     any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possessio