SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________________________________________
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
August
28, 2007
___________________________________________________________________
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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On
August 28, 2007, Covenant Transportation Group, Inc., a Nevada
corporation
(formerly known as Covenant Transport, Inc. and herein referred
to as, the
"Company"), and Covenant Asset Management, Inc., a Nevada corporation
and
one of the Company's subsidiaries (the "Borrower"), entered into
Amendment
No. 1 to Second Amended and Restated Credit Agreement ("Amendment
No. 1")
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, and Sovereign Bank (collectively, with the Agent,
the
"Lenders").
Amendment
No. 1 amends, among other things, certain (i) defined terms, (ii)
negative
covenants, and (iii) obligations related to the secured interest and
collateral, as contained in that certain Second Amended and Restated
Credit Agreement, dated December 21, 2006 that matures December
20, 2011,
by and among the Company, the Borrower, and the Lenders (the "Credit
Agreement"). Borrowings under the Credit Agreement continue to
be classified as either "base rate loans" or "Eurodollar rate
loans". Base rate loans accrue interest at a base rate set
equal to the higher of the Federal Funds Rate plus ½ of 1% or the Agent's
prime rate plus an applicable margin that is adjusted quarterly
between
0.000% and 1.000% based on a leverage ratio, which is generally
defined as
the ratio of borrowings, letters of credit, and the present value
of
operating lease obligations to our earnings before interest, income
taxes,
depreciation, amortization, and rental payments under operating
leases. Prior to Amendment No. 1, the applicable margin was
adjusted quarterly between 0.000% and 0.375% based on the leverage
ratio.
Eurodollar rate loans accrue interest at LIBOR plus an applicable
margin
that is adjusted quarterly between 0.875% and 2.250% based on the
leverage
ratio. Prior to Amendment No. 1, the applicable margin was
adjusted quarterly between 0.625% and 1.625% based on the leverage
ratio.
Had Amendment No. 1 been in effect at June 30, 2007, the applicable
margin
would have been 1.875%, whereas prior to the execution of Amendment
No. 1,
the applicable margin was 1.625% based on the calculated leverage
ratio.
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
(collectively, the "Guarantors"), and is secured by a pledge of
certain of
the Guarantors' assets. In consideration for the Lenders
agreeing to enter into Amendment No. 1, the Lenders' security interest
was
expanded to include, with limited exceptions, the now owned and
hereafter
acquired revenue equipment of the Guarantors.
The
maximum borrowing limit under the Credit Agreement remains at the
lesser
of (i) $200.0 million or (ii) 90% of the net book value of
eligible revenue equipment less specified types of unsecured
indebtedness. Letters of credit are still limited to an
aggregate commitment of $100.0 million and a swing line facility
still has
a limit of $10.0 million. A commitment fee, adjusted quarterly
between
0.175% and 0.500% per annum based on cash flow coverage, is due
on the
daily unused portion of the Credit Agreement. Prior to Amendment
No. 1,
the commitment fee was adjusted quarterly between 0.125% and
0.350%.
The
foregoing summary of the terms and conditions of Amendment No.
1 does not
purport to be complete and is qualified in its entirety by reference
to
the full text of Amendment No. 1, which will be filed with the
Company's
Form 10-Q for the quarter ending September 30,
2007.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 of this Current Report on Form
8-K
concerning the Company's obligations under Amendment No. 1 is incorporated
by reference into this Item 2.03.
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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:
August 30, 2007
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By:
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/s/
Joey B. Hogan
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Joey
B. Hogan
Senior
Executive Vice President and
Chief
Operating Officer
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