Tender-Offer Statement by an Issuer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Tender-Offer Statement by an Issuer -- scheduletoi HTML 84K
2: EX-99.(A)(1)(I) Exhibit (A)(1)(I) (Offer to Purchase, Dated HTML 336K
August 9, 2021)
3: EX-99.(A)(1)(II) Exhibit (A)(1)(Ii) (Letter of Transmittal) HTML 140K
4: EX-99.(A)(1)(III) Exhibit (A)(1)(Iii) (Notice of Guaranteed HTML 32K
Delivery)
5: EX-99.(A)(1)(IV) Exhibit (A)(1)(Iv) (Letter to Brokers, HTML 22K
Dealers, Commercial Banks, Trust Companies and
Other Nominees)
6: EX-99.(A)(1)(V) Exhibit (A)(1)(V) (Letter to Clients for Use HTML 37K
by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees)
7: EX-99.(A)(1)(VI) Exhibit (A)(1)(Vi) (Notice to Participants HTML 45K
in the Covenant Transportation Group 401(K) &
Profit Sharing Plan)
8: EX-99.(A)(5)(I) Exhibit (A)(5)(I) (Press Release, Dated HTML 14K
August 9, 2021)
9: EX-99.(A)(5)(II) Exhibit (A)(5)(Ii) (Summary Advertisement, HTML 31K
Dated August 9, 2021)
‘SC TO-I’ — Tender-Offer Statement by an Issuer — scheduletoi
This is an HTML Document rendered as filed. [ Alternative Formats ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COVENANT LOGISTICS GROUP, INC.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
David R. Parker
Chairman and Chief Executive Officer
Covenant Logistics Group, Inc.
400 Birmingham Highway
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Heidi Hornung-Scherr, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
CALCULATION OF FILING FEE
| |
|
|
Transaction Valuation*
|
Amount Of Filing Fee**
|
|
$40,000,000
|
$4,364
|
|
|
|
*
|
The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $40.0 million in value of shares of the Class A common stock, $0.01 par
value per share.
|
|
**
|
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction.
|
|
☐
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
Amount Previously Paid:
|
|
N/A
|
|
Filing Party:
|
|
N/A
|
|
Form or Registration No.:
|
|
N/A
|
|
Date Filed:
|
|
N/A
|
|
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
|
☐
|
third-party tender offer subject to Rule 14d-1.
|
|
|
☒
|
issuer tender offer subject to Rule 13e-4.
|
|
|
☐
|
going-private transaction subject to Rule 13e-3.
|
|
|
☐
|
amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
|
☐
|
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
|
|
☐
|
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
|
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by Covenant Logistics Group, Inc., a Nevada corporation (
“Covenant” or the
“Company”), to purchase, up to $40.0 million in value of
shares of its Class A common stock, $0.01 par value per share (the
“Shares”), at a price not greater than $23.00 nor less than $21.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is
being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated
August 9, 2021 (the
“Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively (which together, as they may be amended or supplemented from time to time, constitute the
“Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under
the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a) (1)(ii), respectively, are incorporated by
reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(i), is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a)
Name and Address: The name of the subject company is Covenant Logistics Group, Inc., a Nevada corporation. The address of its principal executive office is
400 Birmingham Highway,
Chattanooga,
Tennessee 37419, and its telephone number is (
423) 821-1212. The information set forth in Section 10 (
“Certain Information Concerning Us”) of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a)
Name and Address: The name of the filing person and issuer is Covenant Logistics Group, Inc., a Nevada corporation. The address of its principal executive
office is 400 Birmingham Highway,
Chattanooga,
Tennessee 37419, and its telephone number is (
423) 821-1212. The information set forth in Section 10 (
“Certain Information Concerning Us”) and Section 11 (
“Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a)
Material Terms: The information set forth in the sections of the Offer to Purchase captioned
“Introduction” and
“Summary Term Sheet” is incorporated herein
by reference. The information set forth in Section 1 (
“Number of Shares; Proration”), Section 2 (
“Purpose of the Offer; Certain Effects of the Offer”), Section 3 (
“Procedures for Tendering Shares”), Section 4 (
“Withdrawal Rights”), Section 5
(
“Purchase of Shares and Payment of Purchase Price”), Section 6 (
“Conditional Tender of Shares”), Section 7 (
“Conditions of the Offer”), Section 9 (
“Source and Amount of Funds”), Section 11 (
“Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares”), Section 13 (
“Certain United States Federal Income Tax Consequences”), Section 14 (
“Extension of the Offer; Termination; Amendment”) and Section 16 (
“Miscellaneous”) of the Offer to Purchase is
incorporated herein by reference.
(b)
Purchases: The information set forth in the sections of the Offer to Purchase captioned
“Introduction” and
“Summary Term Sheet” is
incorporated herein by reference. The
information set forth in Section 11 (
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e)
Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (
“Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares”) of the Offer to Purchase is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b)
Use of the Securities Acquired: The information set forth in Section 2 (
“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is
incorporated herein by reference.
(c) Plans: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by
reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)
Securities Ownership: The information set forth in Section 11 (
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares”) of the Offer to Purchase is
incorporated herein by reference.
(b)
Securities Transactions: The information set forth in Section 11 (
“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares”) of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations or Recommendations: The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by
reference.
ITEM 10. FINANCIAL STATEMENTS
(a) and (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a)
Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 11 (
“Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares”) and Section 12 (
“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is
incorporated herein by reference.
(c)
Other Material Information: The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule
TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, are
incorporated herein by reference.
ITEM 12. EXHIBITS
|
(a)(1)(i)*
|
|
|
| |
|
|
(a)(1)(ii)*
|
|
|
| |
|
|
(a)(1)(iii)*
|
|
|
| |
|
|
(a)(1)(iv)*
|
|
|
| |
|
|
(a)(1)(v)*
|
|
|
| |
|
|
(a)(1)(vi)*
|
|
|
| |
|
|
(a)(2)
|
|
Not applicable.
|
| |
|
|
(a)(3)
|
|
Not applicable.
|
| |
|
|
(a)(4)
|
|
Not applicable.
|
| |
|
|
(a)(5)(i)*
|
|
|
| |
|
|
|
(a)(5)(ii)*
|
|
|
| |
|
|
(b)(i)
|
|
Third Amended and Restated Credit Agreement, dated September 23, 2008, among Covenant Transportation Group, Inc.,
Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and
Textron Financial Corporation (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K, filed March 30, 2010).
|
| |
|
|
|
(b)(ii)
|
|
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated March 27, 2009, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank,
N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 15, 2009).
|
|
(b)(iii)
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated February 25, 2010, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank,
N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 17, 2010).
|
| |
|
|
|
(b)(iv)
|
|
Third Amendment to Third Amended and Restated Credit Agreement, dated July 30, 2010, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2010).
|
| |
|
|
|
(b)(v)
|
|
Fourth Amendment to Third Amended and Restated Credit Agreement, dated August 31, 2010, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 9, 2010).
|
| |
|
|
|
(b)(vi)
|
|
Fifth Amendment to Third Amended and Restated Credit Agreement, dated September 1, 2011, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed October 28, 2011).
|
| |
|
|
|
(b)(vii)
|
|
Sixth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October 24, 2011, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP
Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K, filed October 28, 2011).
|
| |
|
|
|
(b)(viii)
|
|
Seventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of March 29, 2012, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP
Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed April 2, 2012).
|
| |
|
|
|
(b)(ix)
|
|
Eighth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 31, 2012, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP
Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed January 31, 2013).
|
| |
|
|
|
(b)(x)
|
|
Ninth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of
August 6, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc.,
Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 13, 2014).
|
|
(b)(xi)
|
|
Tenth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of
September 8, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation,
Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 13, 2014).
|
| |
|
|
|
(b)(xii)
|
|
Joinder, Supplement and Eleventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of August
6, 2015, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven
Analytic Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2015).
|
| |
|
|
|
(b)(xiii)
|
|
Twelfth Amendment to Third Amended and Restated Credit Agreement, dated effective as of February 25, 2016, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed May 10, 2016).
|
| |
|
|
|
(b)(xiv)
|
|
Thirteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 16, 2016, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.26 to the Company's Form 10-K, filed March 14, 2017).
|
| |
|
|
|
(b)(xv)
|
|
Fourteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of November 28, 2017, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K, filed February 28, 2018).
|
| |
|
|
|
(b)(xvi)
|
|
Fifteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of June 19, 2018, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Driven
Analytic Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed August 8, 2018).
|
| |
|
|
|
(b)(xvii)
|
|
Sixteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of July 3, 2018, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Driven
Analytic Solutions, LLC, Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2018).
|
|
(b)(xviii)
|
|
Seventeenth Amendment to Third Amended and Restated Credit Agreement, dated as of September 23, 2020, among Covenant
Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport
Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q, filed November 3,
2020).
|
| |
|
|
|
(b)(xix)
|
|
Eighteenth Amendment to Third Amended and Restated Credit Agreement, dated as of October 23, 2020, among Covenant
Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport
Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.23 to the Company's Form 10-K, filed March 5,
2021).
|
| |
|
|
(d)(i)
|
|
|
| |
|
|
(d)(ii)
|
|
|
| |
|
|
(d)(iii)
|
|
|
| |
|
|
(d)(iv)
|
|
|
| |
|
|
(d)(v)
|
|
|
| |
|
|
(d)(vi)
|
|
|
| |
|
|
(d)(vii)
|
|
|
| |
|
|
(d)(viii)
|
|
|
| |
|
|
(d)(ix)
|
|
|
| |
|
|
(g)
|
|
Not applicable.
|
| |
|
|
(h)
|
|
Not applicable.
|
_____________
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| |
|
|
|
|
|
|
| |
|
|
|
|
|
COVENANT LOGISTICS GROUP, INC.
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
Title: President
|
|
(a)(1)(i)*
|
|
|
| |
|
|
(a)(1)(ii)*
|
|
|
| |
|
|
(a)(1)(iii)*
|
|
|
| |
|
|
(a)(1)(iv)*
|
|
|
| |
|
|
(a)(1)(v)*
|
|
|
| |
|
|
(a)(1)(vi)*
|
|
|
| |
|
|
(a)(2)
|
|
Not applicable.
|
| |
|
|
(a)(3)
|
|
Not applicable.
|
| |
|
|
(a)(4)
|
|
Not applicable.
|
| |
|
|
(a)(5)(i)*
|
|
|
| |
|
|
|
(a)(5)(ii)*
|
|
|
| |
|
|
(b)(i)
|
|
Third Amended and Restated Credit Agreement, dated September 23, 2008, among Covenant Transportation Group, Inc.,
Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and
Textron Financial Corporation (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K, filed March 30, 2010).
|
| |
|
|
|
(b)(ii)
|
|
Amendment No. 1 to Third Amended and Restated Credit Agreement, dated March 27, 2009, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank,
N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 15, 2009).
|
|
(b)(iii)
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated February 25, 2010, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A.,
JPMorgan Chase Bank, N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 17, 2010).
|
| |
|
|
|
(b)(iv)
|
|
Third Amendment to Third Amended and Restated Credit Agreement, dated July 30, 2010, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2010).
|
| |
|
|
|
(b)(v)
|
|
Fourth Amendment to Third Amended and Restated Credit Agreement, dated August 31, 2010, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 9, 2010).
|
| |
|
|
|
(b)(vi)
|
|
Fifth Amendment to Third Amended and Restated Credit Agreement, dated September 1, 2011, among Covenant Transportation
Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase
Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed October 28, 2011).
|
| |
|
|
|
(b)(vii)
|
|
Sixth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October 24, 2011, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and
JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K, filed October 28, 2011).
|
| |
|
|
|
(b)(viii)
|
|
Seventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of March 29, 2012, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and
JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed April 2, 2012).
|
| |
|
|
|
(b)(ix)
|
|
Eighth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 31, 2012, among Covenant
Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and
JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed January 31, 2013).
|
| |
|
|
|
(b)(x)
|
|
Ninth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of
August 6, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation,
Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 13, 2014).
|
|
(b)(xi)
|
|
Tenth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of
September 8, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation,
Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 13, 2014).
|
| |
|
|
|
(b)(xii)
|
|
Joinder, Supplement and Eleventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of
August 6, 2015, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation,
Inc., Driven Analytic Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2015).
|
| |
|
|
|
(b)(xiii)
|
|
Twelfth Amendment to Third Amended and Restated Credit Agreement, dated effective as of February 25, 2016, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed May 10, 2016).
|
| |
|
|
|
(b)(xiv)
|
|
Thirteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 16, 2016, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.26 to the Company's Form 10-K, filed March 14, 2017).
|
| |
|
|
|
(b)(xv)
|
|
Fourteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of November 28, 2017, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic
Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K, filed February 28, 2018).
|
| |
|
|
|
(b)(xvi)
|
|
Fifteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of June 19, 2018, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics,
Inc., Driven Analytic Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed August 8, 2018).
|
| |
|
|
|
(b)(xvii)
|
|
Sixteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of July 3, 2018, among
Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics,
Inc., Driven Analytic Solutions, LLC, Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated
by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2018).
|
|
(b)(xviii)
|
|
Seventeenth Amendment to Third Amended and Restated Credit Agreement, dated as of September 23, 2020, among Covenant
Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport
Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q, filed November 3,
2020).
|
| |
|
|
|
(b)(xix)
|
|
Eighteenth Amendment to Third Amended and Restated Credit Agreement, dated as of October 23, 2020, among Covenant
Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport
Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.23 to the Company's Form 10-K, filed March 5,
2021).
|
| |
|
|
(d)(i)
|
|
|
| |
|
|
(d)(ii)
|
|
|
| |
|
|
(d)(iii)
|
|
|
| |
|
|
(d)(iv)
|
|
|
| |
|
|
(d)(v)
|
|
|
| |
|
|
(d)(vi)
|
|
|
| |
|
|
(d)(vii)
|
|
|
| |
|
|
(d)(viii)
|
|
|
| |
|
|
(d)(ix)
|
|
|
| |
|
|
(g)
|
|
Not applicable.
|
| |
|
|
(h)
|
|
Not applicable.
|
_____________
