Exhibit 10.2
LIMITED WAIVER
THIS LIMITED
WAIVER TO LOAN AGREEMENT, dated as of July 3, 2008 (this "
Waiver "), is entered into by and among THREE PILLARS
FUNDING LLC, formerly known as Three Pillars Funding Corporation,
as lender (" Three Pillars "), SUNTRUST ROBINSON
HUMPHREY, INC., formerly known as SunTrust Capital Markets, Inc.,
as administrator (the " Administrator "), CVTI
RECEIVABLES CORP. (" CVTI "), and COVENANT
TRANSPORTATION GROUP, INC., formerly known as Covenant Transport,
Inc., a Nevada corporation, (" Covenant Nevada
"). Capitalized terms used and not otherwise defined
herein are used as defined in the Loan Agreement (defined
below).
WHEREAS, Three
Pillars, CVTI, Covenant Nevada and the Administrator are parties to
that certain Loan Agreement, dated as of December 12, 2000 (as
amended to date, the " Loan Agreement ");
NOW THEREFORE,
in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:
SECTION
1. Limited Waiver . Pursuant to
Section 11.7(h) of the Agreement, a Servicer Event of Default shall
occur if a default shall have occurred (regardless of whether or
not such default has been waived or is continuing) with respect to
any Debt in excess of $5,000,000 the obligator of which is Covenant
Nevada and pursuant to Section 10.2(a) of the Agreement, an
Amortization Event shall occur if a Servicer Event of Default shall
occur. CVTI and Covenant Nevada hereby inform the
Administrator of certain defaults under the Second Amended and
Restated Credit Agreement, dated as of December 21, 2006, by and
among Covenant Asset Management, Inc., Covenant Nevada, certain
affiliates of the foregoing as guarantors, Bank of America, N.A.,
as administrative agent and certain lender parties thereto, which
defaults (the " Revolving Credit Defaults ") are
described in that certain Amendment No. 2, Consent and Limited
Waiver to Second Amended and Restated Credit Agreement dated as of
June 30, 2008 (the " Revolving Credit Waiver
"). CVTI and Covenant Nevada each agree that each of the
Revolving Credit Defaults constitutes a Servicer Event of Default
and an Amortization Event and CVTI and Covenant Nevada each hereby
requests that Three Pillars and the Administrator each waive such
Revolving Credit Defaults. Subject to the following,
each of Three Pillars and the Administrator hereby waives (a) each
of the Servicer Events of Default and Amortization Events arising
from the Revolving Credit Defaults described in Sections 3(a), (b),
(d) and (e) of the Revolving Credit W
