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(amendment And Joinder Agreement To Receivables Purchase Agreement)

This is an actual contract by Covenant Transportation Group.

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Sectors: Transportation
Governing Law: New York, View New York State Laws
Effective Date: October 20, 2006
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Exhibit 10.27



AMENDMENT

AND

JOINDER AGREEMENT TO

RECEIVABLES PURCHASE AGREEMENT



THIS AMENDMENT AND JOINDER AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of October 20, 2006 (this " Amendment and Joinder Agreement "), is by and among COVENANT TRANSPORT, INC. (" Covenant Tennessee "), SOUTHERN REFRIGERATED TRANSPORT, INC. (" Southern Refrigerated " and, together with Covenant Tennessee, the " Original Originators " and each, an " Original Originator "), CVTI RECEIVABLES CORP (the " Purchaser "), COVENANT TRANSPORT SOLUTIONS, INC. (" Transport Solutions ") and STAR TRANSPORTATION, INC. (" Star Transport " and, together with Transport Solutions, the " New Originators " and each, a " New Originator ", and together with the Original Originators, the " Originators ? and each, an " Originator "). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Original Agreement, as defined below.



WHEREAS, the Original Originators and the Purchaser entered into that certain Receivables Purchase Agreement, dated as of December 12, 2000, as amended, restated, supplemented or otherwise modified to the date hereof (the " Original Agreement " and, together and as amended by this Amendment and Joinder Agreement, the " Agreement "); and



WHEREAS, the Original Originators and the Purchaser desire to add the New Originators as Originators under the Original Agreement;



WHEREAS, the Original Originators and the Purchaser have requested the Lender and the Administrator to consent to the addition of the New Originators as Originators under the Original Agreement;



WHEREAS, the Lender and the Administrator have agreed to consent to the addition of the New Originators as Originators under the Original Agreement;



NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:



Section 1. Amendments .



(a) Section 1.1 of the Original Agreement is amended by adding the following defined terms in alphabetical order:



Non-Owner Originator : Each of Covenant Transport Solutions, Inc. and Star Transportation, Inc.







Originator Note Limit : On any day, the lesser of (a) $1,860,000 and (b) 3% of the Facility Limit.



Owner Originator : Each of Covenant Transport, Inc. and Southern Refrigerated Transport, Inc.



(b) Sections 2.1(a), (b) and (c) of the Original Agreement are each replaced with the following:



(a) Each Originator hereby sells, absolutely assigns, transfers and conveys to the Purchaser on each Purchase Date, on the terms and subject to the conditions specifically set forth herein, all of its respective right, title and interest, in, to and under (i) all Receivables (other than Contributed Receivables), now existing or arising hereafter and prior to the Purchase Termination Date, and all payment and enforcement rights (but not any obligations) to, in and under the related Contracts, (ii) all Collections and other monies due or to become due with respect to the foregoing, (iii) all Related Security for the Receivables, (iv) all lockboxes and accounts to which Collections are sent, and all funds and investments from time to time therein, (v) all books and records related to the foregoing and (vi) all proceeds of the foregoing, including, without limitation, insurance proceeds relating thereto (collectively, the " Purchased Assets ").



(b) In consideration of the capital stock of the Purchaser issued to Covenant Tennessee and Southern Refrigerated, each Owner Originator agrees to contribute, and does hereby contribute to the Purchaser, and the Purchaser hereby accepts from such Originator, all of such Owner Originator's right, title and interest in and to (i) Receivables, and all of the rights described in clauses (ii) through (vi) of Section 2.1(a) related thereto, starting with the oldest such Receivable such that the aggregate Unpaid Balance of all such Receivables shall be as close as possible to, but not less than, $2,000,000 (the " Initial Contributed Receivables ") and (ii) all other Contributed Receivables.



(c) On each Purchase Date, all of such Originator's right, title and interest in and to the newly created Receivables (other than, in the case of an Owner Originator, Receivables indicated on a Purchase Report as having been contributed by such Owner Originator to the Purchaser (such Receivables, together with the Initial Contributed Receivables, the " Contributed Receivables ")) and the other Purchased Assets shall be sold, absolutely assigned, transferred and conveyed to the Purchaser by the sale, absolute assignment, transfer and conveyance set forth in paragraph (a) of this Section 2.1 and, in the case of each Owner Originator, paragraph (b) of this Section 2.1, without any further action by such Originator or the Purchaser; all Contributed Receivables (other than the Initial Contributed Receivables) of such Owner Originator shall be contributed to the Purchaser on the date they are created without further action by such Originator or the Purchaser.







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(c) Section 2.3 (b) of the Original Agreement is replaced with the following:



(b) On each Purchase Date falling after the Closing Date until the Purchase Termination Date, on the terms and subject to the conditions of this Agreement, the Purchaser shall pay to such Originator the Purchase Price for the Receivables and other Purchased Assets purchased from such Originator on such Purchase Date as follows:



(i) First , (a) if Receivables and Purchased Assets to be acquired by the Purchaser are sold by both any Non-Owner Originator and any Owner Originator, by paying (I) to each such Non-Owner Originator a portion of the Purchase Price due by depositing into such account as such Non-Owner Originator shall specify immediately available funds from monies held by or on behalf of the Purchaser solely to the extent that such monies do not constitute Collections that are required to be segregated and held by the Master Servicer or distributed to the Administrator or the Lender pursuant to the Loan Agreement on the next Distribution Date or required to be paid to the Master Servicer as the Servicer' s Fee on the next Distribution Date, or otherwise necessary to pay current expenses of the Purchaser (in its reasonable discretion) (such available monies, the "Available Funds"), subject to the terms of the Loan Agreement, and (II) if any Available Funds remain after making such payment to the Non-Owner Originators from whom Receivables and Purchased Assets are to be acquired by the Purchaser on such day, then to each such Owner Originator a portion of the Purchase Price due by depositing Available Funds into such account as such Non-Owner Originator shall specify, (b) if Receivables and Purchased Assets to be acquired by the Purchaser are sold only by one or more Non-Owner Originators, by paying to each such Non-Owner Originator a portion of the Purchase Price due by depositing Available Funds into such account as such Non-Owner Originator shall specify and (c) if Receivables and Purchased Assets to be acquired by the Purchaser are sold only by one or more Owner Originators, by paying to each such Owner Originator a portion of the Purchase Price due by depositing Available Funds into such account as such Owner Originator shall specify . Any Collections that have been paid to an Originator during any Due Period shall be credited towards the Purchaser's obligation pursuant to this clause first; provided, however, that, if Collections paid to any Originator exceed the Purchase Price for Receivables and the other Purchased Assets purchased from such Originator for such Due Period, or, absent a cash payment, the Purchaser shall not have sufficient cash to meet its payment obligations pursuant to the Loan Agreement, such Originator shall turn over such excess to the Purchaser; and



(ii) Second , if the aggregate of the principal amounts outstanding under the Originator Notes shall be less than the Originator Note Limit and if on such Purchase Date (A) only one or more of the Non-Owner Originators is selling to the Purchaser any Receivables and other Purchased Assets, by increasing the principal amount outstanding under the Originator Notes issued to such Non-Owner Originators up to an amount such that after giving effect to such increases the aggregate of the principal amounts outstanding under the Originator Notes





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shall not exceed the Originator Note Limit, (B) any combination of Owner Originators and Non-Owner Originators are selling to the Purchaser any Receivables and other Purchased Assets, then first , by increasing the principal amount outstanding under the Originator Notes issued to the Non-Owner Originators, up to an amount such that after giving effect to such increases the aggregate of the principal amounts outstanding under the Originator Notes shall not exceed the Originator Note Limit and second , if after giving effect to any increases on such Purchase Date in the aggregate of the principal amounts outstanding under the Originator Notes issued to the Non-Owner Originators, the aggregate of the principa
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