AMENDMENT NO. 2, CONSENT AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 2, Consent and Limited Waiver to Second Amended and Restated Credit Agreement (this " Amendment ") dated as of June 30, 2008 is made by and among COVENANT ASSET MANAGEMENT, INC. , a Nevada corporation (the " Borrower "), COVENANT TRANSPORTATION GROUP, INC. (formerly known as 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 (" Bank of America "), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the " Administrative Agent "), each of the Lenders signatory hereto and each of the Subsidiary Guarantors (as defined below) signatory hereto.

WHEREAS , the Borrower, the Parent, the Administrative Agent and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of December 21, 2006, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated August 28, 2007 (as hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the " Credit Agreement "; the capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrower various revolving credit facilities, including a letter of credit facility and a swing line facility;

WHEREAS , the Parent has entered into the Parent Guaranty and certain Subsidiaries of the Parent, including, without limitation, CTG Leasing Company, a Nevada corporation (" CTGL "), Southern Refrigerated Transport, Inc., an Arkansas corporation (" SRT "), and Star Transportation, Inc., a Tennessee corporation (" Star "; and together with CTGL and SRT, the " Daimler Finance Subs ") (each a " Subsidiary Guarantor " and together the " Subsidiary Guarantors ") have entered into a Subsidiary Guaranty pursuant to which it has guaranteed certain or all of the obligations of the Borrower under the Credit Agreement and the other Loan Documents, and the Parent, the Borrower and the Subsidiary Guarantors have entered into various of the Security Instruments to secure their respective obligations and liabilities with respect to the Loans and the Loan Documents;

WHEREAS , the Borrower has advised the Administrative Agent that for the Four-Quarter Period ending June 30, 2008, it will not be in compliance with the Consolidated Leverage Ratio as required by Section 7.01(b) of the Credit Agreement (the " Leverage Non-Compliance ");

WHEREAS , the Borrower and the Parent have advised the Administrative Agent that they (together with the Daimler Finance Subs) desire to enter into a new equipment financing facility in an amount up to $200,000,000 with Daimler Truck Financial (the " Daimler Financing "), which will be used to (i) refinance the existing outstanding Revolving Loans, (ii) reduce each Lender's Commitment, and (iii) cash collateralize the issued and outstanding Letters of Credit;

WHEREAS , in connection with the proposed Daimler Financing, the Borrower and the Parent hereby request (i) the Lenders consent to the Daimler Financing, (ii) a reduction in the Aggregate Commitments under the Credit Agreement, and (iii) the release of the Agent's Liens on certain Collateral to be pledged under the Daimler Financing; and

WHEREAS , the Borrower and the Parent have requested certain waivers, consents and amendments under and to certain provisions of the Credit Agreement, and the Administrative Agent and the Lenders signatory hereto are willing to effect such waivers, consents and amendments, in each case as set forth below pursuant to the terms and conditions contained in this Amendment.

NOW, THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Amendments to Credit Agreement .  Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

(a)           The existing definition of " Aggregate Commitments " in Section 1.02 is amended by deleting "$200,000,000" from the second line and inserting "$81,000,000" in lieu thereof.

(b)           The existing definition of " Borrowing Base " in Section 1.02 is deleted in its entirety and the following is inserted in lieu thereof:

" ' Borrowing Base ' means, in each case determined at the end of each month and certified by the Borrower and the Parent in a Borrowing Base Certificate, the difference of (i) 85% of the net orderly liquidation value of any Eligible Revenue Equipment as determined under the Taylor Martin Appraisal, plus (ii) 70% of the net book value of any Eligible Revenue Equipment that is not valued in the Taylor Martin Appraisal, plus (iii) the balance in the Cash Collateral Account, less (iv) the sum of (x) all unsecured Indebtedness permitted pursuant to Sections 7.04(h) and (i) , (y) any other unsecured Indebtedness which is not permitted as of the Closing Date but which may be permitted after the Closing Date in accordance with the terms of this Agreement, as this Agreement may be subsequently amended and (z) any other unsecured Indebtedness not permitted pursuant to Section 7.04 ; provided that despite any determination of "Borrowing Base" which includes any Indebtedness under clause (iv)(z) above, nothing in this definition shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement."

(c)           The existing definition of " Letter of Credit Sublimit " in Section 1.02 is amended by deleting "$100,000,000" from the first line and inserting "$51,000,000" in lieu thereof.

(d)           The following definitions are added to Section 1.02 in the appropriate alphabetical locations therein:

" ' Cash Collateral Account ' means account #1235840848 established at Bank of America, which shall be subject to a Lien in favor of the Collateral Agent for the benefit of the Credit Secured Parties.

" ' Daimler Equipment Facility ' means the $200,000,000 Daimler Truck Financial credit facility, as in effect on the date hereof or as amended from time to time in accordance with this Agreement.

" ' Daimler Collateral ' means any Certificate-of-Title Collateral which secures the Daimler Equipment Facility.

" ' Daimler Loan Documents ' means any and all documents, instruments or agreements evidencing or relating to the Daimler Equipment Facility.

" ' Second Amendment Effective Date ' means June 30, 2008.

" ' Taylor Martin Appraisal ' means the Summary Appraisal Report for Certain Assets of Covenant Transportation Group, Inc. dated as of June 3, 2008, prepared by Taylor & Martin, Inc.

(e)            Section 2.01 is deleted in its entirety and the following is inserted in lieu thereof:

" 2.01.  Revolving Loans .  Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a ' Revolving Loan ') to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided , however , that after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall not exceed the lesser of (x) the Aggregate Commitments, or (y) the Borrowing Base, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Commitment, and (iii) the aggregate Outstanding Amount of the Revolving Loans of all Lenders shall not exceed $30,000,000.  Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.05 , and reborrow under this Section 2.01 .  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein."

(f)            Section 7.03(h) is deleted in its entirety and the following inserted in lieu thereof:

"(h)           Liens securing financing permitted by Section 7.04(j) or Liens securing the Daimler Equipment Financing; and"

(g)            Section 7.04(k) is amended by inserting the phrase "or the Daimler Equipment Facility" after "Permitted Receivables Securitization".

(h)            Section 7.19(a) is deleted in its entirety and the following is inserted in lieu thereof:

"(a)           Amend, modify or change in any manner any term or condition of any Indebtedness described in Section 7.04(a), (d), (f), (g), (h), (i), (j), or (l) , other than as permitted by Section 7.04(l) , or any Subordination Agreement, the Receivables Purchase Agreement or any other document governing or evidencing a Permitted Receivables Securitization (except where the purpose of such amendment, modification or change is to add additional originators to the Permitted Receivables Securitization or to permit annual renewals of the Permitted Receivables Securitization), or any Daimler Loan Document, or any document governing or evidencing Synthetic Lease Obligations, so that the terms and conditions thereof are any less favorable to the Administrative Agent and the Lenders than the terms thereof as of the Closing Date or as thereafter initially entered into in compliance with the terms of this Agreement, or deprive the Borrower or any Guarantor or other Subsidiary of the Parent as a party to any Licensing Agreement or Servicing Agreement of any license or right granted thereunder necessary or conducive to the operation of its trucking business; and"

(i)            Section 8.01(e) is deleted in its entirety and the following is inserted in lieu thereof:

"(e)            Defaults Under Other Agreements .  If there shall occur (i) a default, which is not waived, in the payment of any principal, interest, premium or other amount with respect to (A) the Permitted Receivables Securitization, (B) the Synthetic Lease Obligations, (C) the Daimler Equipment Facility, or (D) any other Indebtedness (other than the Loans and other Obligations) of the Borrower, the Parent or any Subsidiary of either in an amount or Rate Hedge Value, as applicable, not less than $2,500,000 in the aggregate outstanding, or (ii) a default, which is not waived, in the performance, observance or fulfillment of any term or covenant contained in (A) the Receivables Purchase Agreement, (B) any document governing or evidencing the Synthetic Lease Obligations, (C) the Daimler Equipment Facility, or (D) any agreement or instrument under or pursuant to which any such Indebtedness or Rate Hedging Obligation may have been issued, created, assumed, guaranteed or secured by the Borrower, the Parent or any Subsidiary of the Parent, or (iii) with respect to any such Rate Hedging Obligation, any termination event shall occur as to which the Borrower, the Parent or any Subsidiary of the Parent is the "affected party" under the agreement or instrument governing such Rate Hedging Obligation, or (iv) any other event of default as specified in any agreement or instrument under or pursuant to which any such Indebtedness may have been issued, created, assumed, guaranteed or secured by the Borrower, the Parent or any Subsidiary of either, and such default or event of default or termination shall continue for more than the period of grace, if any, therein specified, or such default or event of default or termination event shall permit the holder of or counterparty to any such Indebtedness (or any agent or trustee acting on behalf of one or more holders or counterparties) to accelerate the maturity of any such Indebtedness or terminate any agreement or instrument governing any such Rate Hedging Obligation; or"

(j)            Section 9.10 is deleted in its entirety and the following is inserted in lieu thereof:

" 9.10  Collateral and Guaranty Matters .  The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

"(a)           to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01 , if approved, authorized or ratified in writing by the Required Lenders;

(