UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________________________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
August
28, 2008
_____________________________________________________________________
COVENANT
TRANSPORTATION GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-24960
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88-0320154
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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400
Birmingham Hwy., Chattanooga, TN
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37419
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(Address
of principal executive offices)
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(Zip
Code)
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(423)
821-1212
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Amendment
No. 3 and Limited Waiver to Second Amended and Restated Credit
Agreement
On
August 28, 2008, Covenant Transportation Group, Inc., a Nevada corporation
(formerly known as Covenant Transport, Inc. and hereinafter referred to as
the "Company"), and Covenant Asset Management, Inc., a Nevada corporation
(the "Borrower"), together with certain other subsidiaries of the Company,
entered into that certain Amendment No. 3 and Limited Waiver to Second
Amended and Restated Credit Agreement ("Amendment No. 3") with Bank of
America, N.A., as administrative agent (the "Agent") and SunTrust Bank,
National City Bank, Branch Banking and Trust Company, First Tennessee Bank
National Association, LaSalle Bank National Association, Regions Bank, FSG
Bank, N.A., and Sovereign Bank (collectively, with the Agent, the
"Lenders"), which amends that certain Second Amended and Restated Credit
Agreement, dated December 21, 2006, by and among the Company, the
Borrower, and the Lenders, as amended (the "Credit
Agreement").
Amendment
No. 3, among other things, (i) amends certain defined terms in the Credit
Agreement, (ii) imposes an additional negative covenant that requires
the Borrower to maintain a minimum of $5,000,000 of availability under the
Credit Agreement, and (iii) waives, for the period commencing June 30,
2008 and ending October 31, 2008, any default or event of default that may
have otherwise occurred as a result of any failure by the Company's
consolidated group of companies to comply with the consolidated leverage
ratio covenant test contained in Section 7.01(b) of the Credit
Agreement. After giving effect to Amendment No. 3, borrowings
under the Credit Agreement are subject to a borrowing base limit of the
lesser of (i) the difference of (a) the sum of (1) 85% of the net
orderly liquidation value of any eligible revenue equipment as determined
under an appraisal prepared by Taylor & Martin, Inc. (the "Taylor
& Martin Appraisal"), plus (2) 70% of the net book value of any
eligible revenue equipment that is not valued in the Taylor & Martin
Appraisal, plus (3) the balance in the cash collateral account, less
(b) the sum of specified types of unsecured indebtedness, and (ii) the sum
of (a) $20,000,000, plus (b) the balance in the cash collateral account up
to the outstanding amount of letter of credit obligations.
The
obligations of the Borrower under the Credit Agreement continue to be
guaranteed by the Company and all of the Company's wholly-owned domestic
subsidiaries, except CVTI Receivables Corp., a Nevada corporation
("Receivables") (collectively, the "Guarantors"), and are secured by a
pledge of certain of the Guarantors' assets, excluding certain revenue
equipment of the Guarantors serving as collateral under the Company's line
of credit from Daimler Truck Financial.
The
foregoing summary of the terms and conditions of Amendment No. 3 does not
purport to be complete and is qualified in its entirety by reference to
the full text of Amendment No. 3, which will be filed with the Company's
Form 10-Q for the quarter ending September 30, 2008.
Amendment
No. 15 to Loan Agreement Relating to Accounts Receivable
Securitization
On
August 29, 2008, the Company and Receivables entered into that certain
Amendment No. 15 ("Amendment No. 15") to that certain Loan Agreement dated
as of December 12, 2000 by and among Three Pillars Funding LLC ("Three
Pillars") and SunTrust Robinson Humphrey, Inc. ("SunTrust") (the "Loan
Agreement"). Amendment No. 15, among other things, (i) amends
certain defined terms in the Loan Agreement, (ii) amends certain lenders'
rights to demand compensation in the event of specific regulatory changes
having certain financial effects on such lenders, (iii) amends the
conditions precedent to the issuance of subsequent loans under the Loan
Agreement to include SunTrust's receipt of an annual independent
accountants' report, (iv) sets forth additional reporting requirements for
the Company, including the Company's issuance of weekly reports relating
to the Company's borrowing base beginning on September 22, 2008 and ending
October 21, 2008, and daily reports relating to the Company's borrowing
base beginning on October 21, 2008, as well as a listing of the Company's
receivables and an aging of such receivables as requested by SunTrust or
Three Pillars, (v) amends the events of default to include the following
as events of default: (a) the bankruptcy of the Company, (b) the existence
and continuance of a borrowing base deficit for a certain period of time,
(c) the rendering of a material monetary judgment against Receivables or
the Company, and (d) a change of control of the Company, (vi) deletes from
the list of specified amortization events, the existence or continuance of
a borrowing base deficit, and (vii) amends the terms of confidentiality to
allow the parties to the Loan Agreement to make certain necessary
disclosures.
Extension
and Expansion of Limited Waiver to Loan Agreement Relating to Accounts
Receivable Securitization
On
August 29, 2008, the Company and Receivables entered into that certain
Extension and Expansion of Limited Waiver to Loan Agreement (the
"Securitization Facility Waiver Extension") with Three Pillars and
SunTrust. The Securitization Facility Waiver Extension extends
the expiration of the original waiver period from August 29, 2008 until
October 31, 2008. The Securitization Facility Waiver Extension
also serves to waive a default under the Loan Agreement resulting from the
Company's opening of an additional bank account without providing proper
notice pursuant to the Loan Agreement.
The
foregoing summary of the terms and conditions of Amendment No. 15 and the
Securitization Facility Waiver Extension does not purport to be complete
and is qualified in its entirety by reference to the full text of
Amendment No. 15 and the Securitization Facility Waiver Extension, which
will be filed with the Company's Form 10-Q for the quarter ending
September 30, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COVENANT
TRANSPORTATION GROUP, INC.
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Date:
September 4, 2008
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By:
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/s/
Richard B. Cribbs
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Richard
B. Cribbs
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Senior
Vice President and Chief Financial
Officer
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