COVENANT TRANSPORT INC
AMENDMENT NO. 2 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex2ndamend.txt
<DESCRIPTION>AMENDMENT NO. 2 TO CREDIT AGREEMENT
<TEXT>

                                 AMENDMENT NO. 2
                               TO CREDIT AGREEMENT


     THIS  AMENDMENT NO. 2 TO CREDIT  AGREEMENT  (this  "Amendment"),  dated and
effective as of the 26th day of February, 2003, 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  which is a party to the
Credit  Agreement (as defined  below) and has executed and delivered a signature
page  hereto  (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, the "Agent").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS, the Borrower, the Parent, the Lenders and the Agent are parties to
that  certain  Credit  Agreement  dated as of  December  13,  2000 (as  amended,
restated, supplemented or otherwise modified, the "Credit Agreement"),  pursuant
to which the Lenders agreed to make available to the Borrower a revolving credit
facility of up to $120,000,000  including (i) a letter of credit  subfacility of
up to $10,000,000  for the issuance of standby and commercial  letters of credit
and (ii) a swing line subfacility of up to $5,000,000; and

     WHEREAS, pursuant to that certain Amendment No. 1 to Credit Agreement dated
as of August  28,  2001  ("Amendment  No.1"),  the Agent and  Lenders  agreed to
increase the maximum  amount  available  under the letter of credit  subfacility
from  $10,000,000  to  $20,000,000  without any increase in the Total  Revolving
Credit Commitment; and

     WHEREAS,  pursuant to that certain  Assignment and  Acceptance  dated as of
February  26,  2003 and  effective  immediately  prior  hereto,  Bank One,  N.A.
assigned  to Branch  Banking  and  Trust  Company  its  entire  interest  in its
Revolving  Credit  Commitment  under the Credit Agreement equal to the principal
amount of $15,000,000; and

     WHEREAS,  effective  immediately  prior  hereto,  Wachovia  Bank,  National
Association,  successor in interest to First Union National Bank ("Wachovia") is
no longer a Lender,  having  been  paid in full with  regard to all  outstanding
amounts due thereto under the terms of the Credit Agreement,  reducing the Total
Revolving Credit Commitment from $120,000,000 to $95,000,000.

     WHEREAS, the Borrower and the Parent desire to increase the Total Revolving
Credit Commitment from $95,000,000 to $100,000,000; and

<PAGE>


     WHEREAS,  Bank of America,  N.A.  desires to increase its Revolving  Credit
Commitment under the Credit Agreement from $30,000,000 to $35,000,000; and

     WHEREAS,  the  Borrower  and the  Parent  have  requested  that the  Credit
Agreement  be amended in the manner set forth  herein in order to (i) extend the
Stated  Termination  Date until  December  13, 2005,  (ii)  increase the maximum
amount  available  under the letter of credit  subfacility  from  $20,000,000 to
$50,000,000,   (iii)  increase  the  Total  Revolving  Credit   Commitment  from
$95,000,000 to $100,000,000,  (iv) increase the Revolving  Credit  Commitment of
Bank of America,  N.A. from $30,000,000 to $35,000,000,  and (v) clarify certain
exhibits,  and subject to the terms and conditions of Section 13.6 of the Credit
Agreement  and those set forth  below,  the Agent and the Lenders are willing to
agree to the requested amendment;

     NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and  the
fulfillment  of the  conditions  set forth herein,  the parties hereto do hereby
agree as follows:

     1. Definitions.  All capitalized terms used herein without definition shall
have the meanings set forth in the Credit Agreement.

     2. Amendment to the Credit Agreement.

          (a) The  first  "Whereas"  clause  on the  first  page  of the  Credit
     Agreement  is  hereby  amended  and  restated  in its  entirety  to read as
     follows:

               "WHEREAS,  the  Borrower  has  requested  that the  Lenders  make
          available  to  the  Borrower  a  revolving  credit  facility  of up to
          $100,000,000,  the  proceeds  of which are to be used as  provided  in
          Section 2.2 hereof and which shall include a letter of credit facility
          of up to  $50,000,000  for the  issuance  of  standby  and  commercial
          letters of credit and a swing line facility of up to $5,000,000; and"

          (b) The following  definitions in Section 1.1 of the Credit  Agreement
     are hereby amended and restated in their entirety to read as follows:

               "'Stated Termination Date' means December 13, 2005."

               "`Total  Letter of  Credit  Commitment'  means an  amount  not to
          exceed $50,000,000."

               "`Total  Revolving  Credit  Commitment'  means a principal amount
          equal to $100,000,000, 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)."

          (c)  Section  10.4 of the  Credit  Agreement  is  hereby  amended  and
     restated in its entirety to read as follows:

               "10.4. Indebtedness. Incur, create, assume or permit to exist any
          Indebtedness, howsoever evidenced, except:

                                       2

<PAGE>

                    (a)  Indebtedness  existing  as of the  Closing  Date as set
               forth in Schedule 8.6,  including  without  limitation the Senior
               Notes and the Synthetic Lease Obligations described in clause (i)
               of the definition of such term; provided, none of the instruments
               and agreements evidencing or governing such Indebtedness shall be
               amended,  modified  or  supplemented  after the  Closing  Date to
               change  any  terms  of  subordination,  repayment  or  rights  of
               enforcement,  conversion, put, exchange or other rights from such
               terms and rights as in effect on the Closing Date;

                    (b)  Indebtedness  owing  to  the  Agent  or any  Lender  in
               connection with this Agreement, any Note or other Loan Document;

                    (c) the endorsement of negotiable instruments for deposit or
               collection  or similar  transactions  in the  ordinary  course of
               business;

                    (d) purchase money  Indebtedness  not to exceed an aggregate
               outstanding principal amount at any time of $25,000,000;

                    (e)  Indebtedness  arising  from  Rate  Hedging  Obligations
               permitted under Section 10.15;

                    (f) Subordinated Indebtedness;

                    (g)  unsecured  intercompany   Indebtedness  for  loans  and
               advances made by the Borrower or any  Subsidiary to the Parent or
               any other  Guarantor  which (i) in each instance are evidenced by
               Intercompany  Borrowing  Notes  that have been  delivered  to the
               Collateral Agent in compliance with the terms of the Intercompany
               Note Pledge Agreements and (ii) collectively do not exceed at any
               time in aggregate  principal  amount the sum of Revolving  Credit
               Outstandings  at such time plus  amounts  available  at such time
               under the Revolving Credit Facility for borrowing by the Borrower
               as Revolving Loans;

                    (h) additional  unsecured  Indebtedness  consisting of loans
               and advances  made by Volunteer  Insurance  Company,  a direct or
               indirect Subsidiary of the Parent, to the Borrower or the Parent,
               provided that the aggregate  outstanding  principal amount of all
               such other Indebtedness  permitted under this clause (h) shall in
               no event exceed  $5,000,000 at any time for each of the Borrower,
               the Parent and each Subsidiary in the aggregate;

                    (i) additional unsecured Indebtedness for Money Borrowed not
               otherwise covered by clauses (a) through (h) above, provided that
               the  aggregate  outstanding  principal  amount of all such  other
               Indebtedness  permitted  under this  clause (i) shall in no event
               exceed $5,000,000 at any

                                       3

<PAGE>


               time for each of the Borrower,  the Parent and each Subsidiary in
               the aggregate;

                    (j)  Indebtedness  arising in connection  with any Permitted
               Receivables Securitization; and

                    (k)  Indebtedness  extending  the  maturity of, or renewing,
               refunding  or  refinancing,  in whole  or in  part,  Indebtedness
               incurred under clauses (a), (d), (f), (h) and (i) of this Section
               10.4, provided that (A) the terms of any such extension, renewal,
               refunding or  refinancing  Indebtedness  (and of any agreement or
               instrument  entered  into in  connection  therewith)  are no less
               favorable  to the  Agent  and the  Lenders  than the terms of the
               Indebtedness  as in effect  prior to such  action,  and  provided
               further  that  immediately  before and  immediately  after giving
               effect to any such extension,  renewal, refunding or refinancing,
               no  Default  or Event  of  Default  shall  have  occurred  and be
               continuing,  and (B) notwithstanding anything in the foregoing to
               the contrary, any renewal, refunding or refinancing of the Senior
               Notes,  the  Synthetic  Lease   Obligations,   or  the  Permitted
               Receivables Securitization shall require the consent of the Agent
               and the Required Lenders.

          (d)  EXHIBIT  A of the  Credit  Agreement  is  hereby  deleted  in its
     entirety and replaced  with EXHIBIT A attached  hereto as EXHIBIT 1 for the
     purpose  of  revising  the  Revolving  Credit  Commitments  and  Applicable
     Commitment Percentages contained therein.

          (e)  EXHIBIT  H of the  Credit  Agreement  is  hereby  deleted  in its
     entirety and replaced  with EXHIBIT H attached  hereto as EXHIBIT 2 for the
     purpose of revising  Part  1.b.(a)  thereof to list  separately  "Letter of
     Credit  Outstandings",  "Revolving  Credit  Outstandings",  and "Swing Line
     Outstandings" apart from "Other Indebtedness for Money Borrowed."

          (f)  EXHIBIT  K of the  Credit  Agreement  is  hereby  deleted  in its
     entirety and replaced  with EXHIBIT K attached  hereto as EXHIBIT 3 for the
     purpose of revising  Part III. 2. thereof to encompass  the  definition  of
     "Outstandings"  instead of being  limited to the  definition  of "Revolving
     Credit Outstandings."

     3. Waiver and  Consent.  Subject to the terms and  conditions  hereof,  the
Required Lenders hereby consent to the following:

          (a) the Required Lenders hereby waive the requirements of Section 9.19
     of the Credit  Agreement  with respect to Volunteer  Insurance  Company,  a
     direct or indirect  Subsidiary of the Borrower  ("Volunteer").  This waiver
     shall additionally be effective with respect to Borrower's  representations
     and  warranties  contained in Sections 8.4 and 8.5 of the Credit  Agreement
     with respect to Volunteer.  This is a one-time  waiver only with respect to
     Volunteer,  and  shall  in no way  serve to waive  any  obligations  of the
     Borrower,  other  than as  expressly  set forth  above,  including  but not
     limited to all future obligations to comply with Section 9.19 and all other
     provisions of the Credit Agreement;

                                       4

<PAGE>

     provided however, not withstanding the foregoing,  upon notice to Borrower,
     the Required Lenders may rescind this waiver of the requirements of Section
     9.19 with respect to Volunteer at any time prior to the Stated  Termination
     Date.

          (b) the Required  Lenders hereby waive the requirements of Section 4.7
     and  Section  13.3(b)  with  respect to  payments  received  by Wachovia in
     satisfaction of all outstanding  amounts due thereto in connection with its
     removal  as a Lender  under the terms of the  Credit  Agreement.  This is a
     one-time  waiver and shall in no way serve to waive any  obligations  under
     the Credit  Agreement,  other than as expressly set forth above,  including
     but not  limited to all future  obligations  to comply with  Sections  4.7,
     13.3(b), and all other provisions of the Credit Agreement.

     4. Conditions to Effectiveness. As a condition to the effectiveness of this
Amendment the Borrower shall cause the following to be delivered to the Agent:

          (a) Ten (10) original  counterparts of this Amendment  executed by the
     Borrower, the Parent, the Guarantors and each Lender;

          (b) a promissory note of even date herewith  substantially in the form
     of EXHIBIT F-1 of the Credit Agreement executed by the Borrower in favor of
     Branch Banking and Trust Company with a Revolving Credit  Commitment in the
     maximum aggregate principal amount at any time outstanding of $15,000,000;

          (c) an amended  and  restated  promissory  note of even date  herewith
     substantially in the form of EXHIBIT F-1 of the Credit  Agreement  executed
     by the Borrower in favor of Bank of America,  N.A. with a Revolving  Credit
     Commitment  in  the  maximum   aggregate   principal  amount  at  any  time
     outstanding of $35,000,000; and

          (d) a resolution of the board of directors of each of the Borrower and
     the Parent certified by its secretary or assistant  secretary approving and
     adopting  this  Amendment,  and  authorizing  the  execution  and  delivery
     thereof.

     5.  Guarantors.  Each of the Guarantors has joined in the execution of this
Amendment  for the purpose of  consenting  to the  amendment  contained  herein,
including the increase of the Total Letter of Credit Commitment to an amount not
to exceed $50,000,000,  and reaffirming its guaranty of the Obligations pursuant
to the  terms of the  Parent  Guaranty  Agreement  and the  Subsidiary  Guaranty
Agreement.

     6.  Representations and Warranties.  The Borrower and Parent hereby certify
that:

          (a) The  representations and warranties made by Borrower and Parent in
     Article VIII of the Credit  Agreement are true on and as of the date hereof
     except that (i) the financial  statements  referred to in Section 8.6 shall
     be those most recently  furnished to the Agent pursuant to Section 9.1, and
     (ii) the proviso at the end of Section 8.1(b) is no longer  applicable,  as
     CTI is now qualified to transact business in the State of Ohio;

          (b)  There  has been no  material  adverse  change  in the  condition,
     financial or otherwise, of the Borrower, the Parent, or their Subsidiaries,
     taken as a whole,  since the

                                       5

<PAGE>

     date  of  the  most  recent  financial   reports  of  the  Parent  and  its
     Subsidiaries  received  by the  Agent and each  Lender  under  Section  9.1
     thereof; and

          (c) No event has  occurred  and no condition  exists  which,  upon the
     consummation of the transaction contemplated hereby,  constitutes a Default
     or an Event of Default on the part of the  Borrower or the Parent under the
     Credit Agreement,  the Notes or any other Loan Document either  immediately
     or with the lapse of time or the giving of notice, or both.

     7. Entire  Agreement.  This  Amendment,  together  with  Credit  Agreement,
Amendment No.1 and other Loan Documents, sets forth the entire understanding and
agreement  of the parties  hereto in relation to the subject  matter  hereof and
supersedes any prior  negotiations  and agreements among the parties relative to
such subject matter. No promise, condition,  representation or warranty, express
or  implied,  not herein set forth shall bind any party  hereto,  and not one of
them has relied on any such promise, condition, representation or warranty. Each
of the parties hereto acknowledges that, except as otherwise expressly stated in
the   Credit   Agreement,   Amendment   No.1  and  other  Loan   Documents,   no
representations,  warranties or commitments,  express or implied, have been made
by any party to the other. None of the terms or conditions of this Amendment may
be  changed,  modified,  waived  or  canceled  orally  or  otherwise,  except as
permitted pursuant to Section 13.6 of the Credit Agreement.

     8.  Full  Force  and  Effect of  Agreement.  Except as hereby  specifically
amended,  modified or  supplemented,  and as  previously  amended,  modified and
supplemented  by  Amendment  No.1,  the  Credit  Agreement  and all  other  Loan
Documents are hereby confirmed and ratified in all respects by each party hereto
and shall be and remain in full force and effect  according to their  respective
terms.

     9.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.

     10. Governing Law. This Amendment shall in all respects be governed by, and
construed in accordance with, the laws of the State of Tennessee.

     11.  Enforceability.  Should  any  one or more  of the  provisions  of this
Amendment be determined to be illegal or  unenforceable as to one or more of the
parties hereto,  all other  provisions  nevertheless  shall remain effective and
binding on the parties hereto.

     12. References.  All references in any of the Loan Documents to the "Credit
Agreement"  shall mean the Credit  Agreement  as amended by this  Amendment  and
Amendment No.1.

     13. Successors and Assigns.  This Amendment shall be binding upon and inure
to the benefit of the  Borrower,  the Parent,  the Lenders,  the Agent and their
respective  successors,  assigns and legal representatives;  provided,  however,
that  neither  the  Borrower  nor the Parent,  without the prior  consent of the
Lenders, may assign any rights, powers, duties or obligations hereunder.

                                       6

<PAGE>

     14.  Expenses.   Borrower  agrees  to  pay  to  the  Agent  all  reasonable
out-of-pocket  expenses (including reasonable legal fees and expenses of special
counsel to the Agent) incurred or arising in connection with the negotiation and
preparation of this Amendment.

                  [Remainder of page intentionally left blank.]

                                       7

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.

                                           BORROWER:
                                           --------

                                           COVENANT ASSET MANAGEMENT, INC.

                                           By: /s/ Joey B. Hogan
                                               ---------------------------------
                                           Name: Joey B. Hogan
                                                --------------------------------
                                           Title: CFO/Senior Vice-President
                                                  ------------------------------


                                           PARENT:
                                           ------

                                           COVENANT TRANSPORT, INC., a Nevada
                                           corporation

                                           By: /s/Joey B. Hogan
                                               ---------------------------------
                                           Name: Joey B. Hogan
                                                 -------------------------------
                                           Title: CFO/Senior Vice-President
                                                  ------------------------------



                                           GUARANTORS:
                                           ----------

                                           COVENANT TRANSPORT, INC., a Nevada
                                           corporation
                                           HAROLD IVES TRUCKING CO.
                                           TERMINAL TRUCK BROKER, INC.
                                           COVENANT.COM, INC.
                                           CIP, INC.
                                           SOUTHERN REFRIGERATED TRANSPORT, INC.
                                           TONY SMITH TRUCKING, INC.
                                           COVENANT TRANSPORT, INC., a Tennessee
                                           corporation

                                           By: /s/ Joey B. Hogan
                                               ---------------------------------
                                           Name: Joey B. Hogan
                                                 -------------------------------
                                           Title: CFO/Senior Vice-President
                                                  ------------------------------

<PAGE>

                                           AGENT:
                                           -----
                                           BANK OF AMERICA, N.A.

                                           By: /s/ Lawrence M. Richey
                                               ---------------------------------
                                           Name: Lawrence M. Richey
                                                 -------------------------------
                                           Title: Senior Vice President
                                                  ------------------------------


                                           LENDERS:
                                           -------
                                           BANK OF AMERICA, N.A.

                                           By: /s/ John M. Hall
                                               ---------------------------------
                                           Name: John M. Hall
                                                 -------------------------------
                                           Title: Senior Vice President
                                                  ------------------------------


                                           FLEET NATIONAL BANK

                                           By: /s/ Robert Wallace
                                               ---------------------------------
                                           Name: Robert Wallace
                                                 -------------------------------
                                           Title: Managing Director
                                                  ------------------------------


                                           SUNTRUST BANK


                                           By: /s/ William H. Crawford
                                               ---------------------------------
                                           Name: William H. Crawford
                                                 -------------------------------
                                           Title: Vice President Suntrust Bank
                                                  ------------------------------


                                           BRANCH BANKING AND TRUST COMPANY

                                           By: /s/ R. Andrew Beam
                                               ---------------------------------
                                           Name: R. Andrew Beam
                                                 -------------------------------
                                           Title: Senior Vice President
                                                  ------------------------------

<PAGE>



                                    EXHIBIT 1
                                    ---------

                                    EXHIBIT A

                        Applicable Commitment Percentages


<TABLE>

                                                                                                     Applicable
                                                                 Revolving Credit                    Commitment
Lender                                                              Commitment                       Percentage
------                                                              ----------                       ----------
<S>                                                              <C>                                 <C>

Bank of America, N.A.                                               $35,000,000                        35.0 %
SunTrust Bank                                                       $25,000,000                        25.0 %
Fleet National Bank                                                 $25,000,000                        25.0 %
Branch Banking and Trust Company                                    $15,000,000                        15.0 %

</TABLE>


                                  Exhibit 1-1


<PAGE>


                                   EXHIBIT 2
                                   ---------

                                   EXHIBIT H

                             Compliance Certificate

Bank of America, N.A.,
as Agent
101 North Tryon Street, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9923

Bank of America, N.A.,
as Agent
TN6-300-02-03
633 Chestnut Street, 2nd Floor
Chattanooga, Tennessee  37450
Attention: John M. Hall
Telephone:        (423) 752-1222
Telefacsimile:    (423) 755-0689


     Reference is hereby made to the Credit  Agreement  dated as of December 13,
2000  (the  "Agreement")  among  Covenant  Asset  Management,   Inc.,  a  Nevada
corporation (the "Borrower"),  Covenant  Transport,  Inc., a Nevada corporation,
the Lenders (as defined in the  Agreement)  and Bank of America,  N.A., as Agent
for the Lenders  ("Agent").  Capitalized  terms used but not  otherwise  defined
herein shall have the respective  meanings  therefor set forth in the Agreement.
The undersigned, a duly authorized and acting Authorized Representative,  hereby
certifies to you as of __________ (the "Determination Date") as follows:

1.   Calculations:

a.   Consolidated Tangible Net Worth (Section 10.01(a))

     Consolidated Tangible Net Worth (as of the Determination Date):
                                                               $________________

     Required Tangible Net Worth shall not be less than $136,223,081 at any time
     during the Fiscal Quarter which contains the Closing Date.

     Thereafter, for each Fiscal Quarter, at no time shall Consolidated Tangible
     Net Worth be less than the sum of:

     (a)  Minimum Consolidated Net Worth                       $________________
          Required for previous Fiscal Quarter


                                  Exhibit 2-1

<PAGE>


     (b)  50% of Consolidated Net Income                       $________________
          for Fiscal Quarter

     (c)  100% of the net  proceeds  of                        $________________
          any equity  issuance during Fiscal Quarter

     (d)  Total: sum of (a) plus (b) plus (c)                  $________________

b.   Consolidated Leverage Ratio (Section 10.01(b))

     The ratio of  Consolidated  Total Adjusted  Indebtedness  (determined as at
     such date) to (ii)  Consolidated  EBITDAR  shall not  exceed  3.00 to 1.00,
     calculated at the end of each Four Quarter Period.

     (a)  Consolidated  Total  Adjusted  Indebtedness          $________________
          With respect to the Parent and its Subsidiaries,
               i.   Obligations under Capital Leases        $__________
               ii.  Amounts outstanding under Permitted
                    Receivables Securitizations             $__________
               iii. Synthetic Lease Obligations             $__________
               iv.  Amounts outstanding under Senior
                    Notes                                   $__________
               v.   Subordinated Indebtedness               $__________
               vi.  Letter of Credit Outstandings           $__________
               vii. Revolving Credit Outstandings           $__________
               viii.Swing Line Outstandings                 $__________
               ix.  Other Indebtedness for Money
                    Borrowed (without double-counting
                    Outstandings)                           $__________
               x.   Present value of Consolidated
                    Lease Payments (see attached
                    computations)                           $__________
               xi.  Contingent Obligations (Guaranties)     $__________

               TOTAL: [i + ii  +iii+  iv + v + vi +
                             vii +  viii + ix + x + xi] =   $__________


     (b)  Consolidated EBITDAR                                 $________________
               i.   Consolidated Net Income                 $__________
               ii.  Consolidated Interest Expense           $__________
               iii. Taxes on income                         $__________
               iv.  Depreciation                            $__________
               v.   Amortization                            $__________
               vi.  Consolidated Lease Payments             $__________

                                  Exhibit 2-2

<PAGE>

               TOTAL: [i + ii +iii+ iv + v + vi] =          $__________

     (c)  Actual Ratio of (a) to (b)                           $________________

                          Maximum Ratio: 3.00 to 1.00
                          ---------------------------

c.   Consolidated Fixed Charge Coverage Ratio (Section 10.01(c))

     The  ratio of (i)  Consolidated  EBITDAR  for  such  period  less  (without
     duplication)  taxes on income paid in cash during such period,  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 shall
     not be  less  than  1.20 to  1.00,  calculated  at the  end of each  Fiscal
     Quarter.

     (a)  Consolidated EBITDAR (from (b) above)                $________________
     (b)  Taxes on income paid in cash                         $________________
     (c)  (a) minus (b)                                        $________________
     (d)  Consolidated Fixed Charges                           $________________
               i.   Consolidated Interest Expense              $________________
               ii.  Current maturities of
                    Consolidated Indebtedness                  $________________

               iii. Consolidated Lease Payments                $________________

                    TOTAL: [i + ii +iii] =                     $________________

     (e)  25% times Revolving Credit Outstandings              $________________
     (f)  (d) plus (e)                                         $________________
     (g)  Actual Ratio of (c) to (f)                           $________________

                          Minimum Ratio: 1.20 to 1.00
                          ---------------------------

d.   Restricted Payments (Section 10.8)

     The sum of the aggregate  amount of Permitted  Share  Repurchases  plus the
     aggregate  amount of cash  dividends  declared by the board of directors of
     the Parent and paid thereby to its stockholders from the Closing Date until
     the Stated  Termination  Date shall not exceed the sum of $24,000,000  plus
     50% of Consolidated Net Income for each Fiscal Quarter commencing September
     30, 2000 (as reduced by 100% of the amount of any negative Consolidated Net
     Income during any such period).


     (a)  Permitted Share Repurchases                          $________________
          (aggregate amount since Closing Date)
     (b)  Permitted cash dividends by Parent                   $________________
          (aggregate amount since Closing Date)


                                  Exhibit 2-3

<PAGE>

     (c)  Sum of (a) plus (b)                                  $________________

     (d)  $24,000,000                                          $24,000,000

     (e)  50% of the total aggregate  amount of                $________________
          Consolidated Net Income for each
          Fiscal Quarter ending on or after
          September 30, 2000

     (f)  100% of the total aggregate amount of                $________________
          negative Consolidated  Net Income for
          each Fiscal Quarter ending on or after
          September 30, 2000 (expressed as a positive
          number)

     (g)  Sum of (d) plus (e), less (f)                        $________________

        Amount in (c) shall not exceed, at any time, the amount in (g).

2.   No Default

          A. Since __________ (the date of the last similar certification),  (a)
     the Borrower has not defaulted in the keeping,  observance,  performance or
     fulfillment of its obligations  pursuant to any of the Loan Documents;  and
     (b) no Default or Event of Default specified in Article XI of the Agreement
     has occurred and is continuing.

          B. If a Default or Event of Default has occurred since __________ (the
     date of the last similar certification),  the Borrower proposes to take the
     following  action  with  respect  to such  Default  or  Event  of  Default:
     __________________________________________________________________________.
          (Note, if no Default or Event of Default has occurred, insert
                             "Not Applicable").

     The  Determination  Date  is  the  date  of  the  last  required  financial
statements  submitted  to the  Lenders in  accordance  with  Section  9.1 of the
Agreement.

     IN WITNESS  WHEREOF,  I have  executed this  Certificate  this _____ day of
     __________, ____.


                                         By:
                                             -----------------------------------
                                                Authorized Representative

                                         Name:
                                               ---------------------------------
                                         Title:
                                                --------------------------------

                                  Exhibit 2-4

<PAGE>


                                   EXHIBIT 3
                                   ---------

                                   EXHIBIT K

                       Form of Borrowing Base Certificate


Bank of America, N.A., successor
to NationsBank, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9436

Bank of America, N.A., as Agent
TN6-300-02-03
633 Chestnut Street, 2nd Floor
Chattanooga, Tennessee  37450
Attention: John M. Hall
Telephone:        (423) 752-1222
Telefacsimile:    (423) 755-0689


     Reference is hereby made to the Credit  Agreement  dated as of December 13,
2000, (as from time to time amended,  restated,  modified,  or supplemented  the
"Agreement")  among  Covenant  Asset  Management,  Inc.,  a  Nevada  corporation
("Borrower"),  Covenant Transport,  Inc., a Nevada corporation,  the Lenders (as
defined in the  Agreement)  and Bank of America,  N.A., as Agent for the Lenders
("Agent").  Capitalized  terms used but not otherwise  defined herein shall have
the respective  meanings  therefor set forth in the Agreement.  The undersigned,
duly authorized and acting  Authorized  Representatives  of the Borrower and the
Parent,  hereby certifies to you as of _____________,  20___ (the "Determination
Date") as follows:

Availability under Revolving Credit Facility

I.   Eligible Revenue Equipment
                                                                     Borrowing
Revenue Equipment:                      Gross   Eligible  Advance %  Base Amount
-----------------                       -----   --------  ---------  -----------
Southern Refrigerated Transport, Inc.   ______  ______    ______     ______
Covenant Transport, Inc.                ______  ______    ______     ______

Total:                                  ______  ______    ______     ______ (I)

II.  Aggregate Senior Note Outstandings:                             ______ (II)


                                  Exhibit 3-1

<PAGE>


TOTAL BORROWING BASE (I-II):        ______________________________*
                                    *Not to exceed Total Revolving
                                          Credit Commitment.


III.

1.  Total Borrowing Base:                                    $_________________
2.  Revolving Credit Outstandings:                           $_________________
3.  Letter of Credit Outstandings:                           $_________________
4.  Swing Line Outstandings:                                 $_________________
5.  Total Outstandings [2+3+4]:                              $_________________
6.  Availability [1-5]:                                      $_________________*

* If negative, immediate prepayment of the amount of such deficit is required.



IN WITNESS WHEREOF, we have executed this Certificate this __ day of __________,
20___.

                                                 COVENANT ASSET MANAGEMENT, INC.

                                                 By:
                                                     ---------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------


                                                 COVENANT TRANSPORT, INC.

                                                 By:
                                                     ---------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------

                                  Exhibit 3-2






</TEXT>
</DOCUMENT>
