SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
This Second Amendment is Note Purchase Agreement (the "Second Amendment") is made of December 30,
1997, among Covenant Transport, Inc., a Tennessee corporation ("Issuer"), Covenant Transport, Inc., a Nevada
corporation ("Guarantor"), and Connecticut General Life Insurance Company, on behalf of one or separate
accounts, Connecticut General Life Insurance Company, and Life Insurance Company of North America
(collectively, the "Noteholders").
A. The issuer and the Guarantor have entered into that certain Note Purchase Agreement dates as of October
15, 1995 with the Noteholders, as amended pursuant to that certain First Amendment to Note Purchase
Agreement and Waiver dated as of April 1, 1996 (the "Note Purchase Agreement"), pursuant to which the Issuer
has heretofore issued $25,000,000 of its 7.39% Guaranteed Senior Notes due October 1, 2005 (the "Notes"),
and the Guarantor has heretofore guaranteed such Notes.
B. The Issuer, the Guarantor, and the Noteholders now desire to amend certain provisions of the Note Purchase
Agreement as hereinafter set forth.
NOW, THEREFORE, the Issuer, the Guarantor, and the Noteholders, in consideration of good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:
1. The definition of "Debt" in Schedule B of the Note Purchase Agreement is hereby amended by adding the
following new subparagraph (f) thereto, to read as follows:
"and, (f) its liabilities under the Permitted Sale-and-Leaseback Transaction."
2. The definition of "Lease Rentals" in schedule B of the Note Purchase Agreement is hereby amended by
deleting such definition in its entirety, and substituting therefore the following new definition:
"Lease Rentals" means, with respect to any period, the sum of the rental and other obligations required to be paid
during such period by the Company or any Subsidiary as lessee under all leases of real or personal property
(other than Capital