8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2019

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

(317) 972-7000

(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:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

[   ]	Emerging growth company
[   ]	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2019, Celadon Group, Inc. (the “Company”) and certain of its subsidiaries entered into several agreements (collectively, the “Refinancing Transactions”) with the principal purpose of refinancing that certain Amended and Restated Credit Agreement dated December 12, 2014, by and among the Company and certain of its subsidiaries, Bank of America, N.A. as lender and administrative agent, and Wells Fargo Bank, N.A. and Citizens Bank, N.A. as lenders (as amended, the “Former Credit Agreement”).

Prior to the Refinancing Transactions, the Company had balance sheet cash of approximately $6.2 million, outstanding standby letters of credit of approximately $28.5 million, revolving borrowings of $94.0 million, and available borrowing capacity of zero.  After giving effect to the Refinancing Transactions, the Company had balance sheet cash of approximately $52.4 million (including $7.0 million restricted for payment of interest on the term loans described below and approximately $30.0 million posted to cash collateralize letters of credit), revolving borrowings equal to the cash posted to secure letters of credit, $105.0 million of term loan borrowings, and approximately $11.3 million of available borrowing capacity.  Approximately $12.3 million of the term loan proceeds were used to fund fees, expenses, and other accrued costs (including original issue discount) and approximately $30.5 million of obligations, including $13.6 million in accrued amendment and other fees under the Former Credit Agreement were extinguished.  The Company’s liquidity (unrestricted cash plus borrowing availability) of approximately $26.6 million immediately post-closing compares with the minimum liquidity requirements under the new credit agreements of $10.0 million during the fiscal quarter ending September 30, 2019, and increasing thereafter.  The Company has experienced negative cash flow for several years, and improvement in operations as well as successful execution of the Company’s tractor replacement program will be required to remain in compliance with the financial covenants, including the minimum liquidity covenant, included in the new credit agreements.

The primary agreements entered into in connection with the Refinancing Transactions were as follows:

· a Second Amended and Restated Credit Agreement (the “Term Loan Agreement”), among the Company, certain of its subsidiaries, Blue Torch Finance, LLC, as administrative agent, and BTC Holdings Fund I, LLC, BTC Holdings Fund I-B, LLC, BTC Holdings SC Fund, LLC, and Luminus Energy Partners Master Fund, Ltd., each as lenders (the “Term Loan Lenders”);

· a Credit and Security Agreement among the Company, certain of its subsidiaries, and MidCap Financial Trust as administrative agent and lender (the “Revolving Credit Agreement”); and

· a Warrant Purchase Agreement between the Company and Luminus Energy Partners Master Fund Ltd. (the “Warrant Purchase Agreement”).

Each of these agreements is described in more detail below.

Term Loan Agreement

On July 31, 2019, the lenders under the Former Credit Agreement assigned and sold their interests in the Former Credit Agreement to the Term Loan Lenders, and the Former Credit Agreement was amended and restated into the Term Loan Agreement.  Under the Term Loan Agreement, the Term Loan Lenders provided term loans to the Company and certain of its subsidiaries in the aggregate principal amount of $105 million.  This amount is comprised of (i) approximately $77.1 million in debt that was outstanding under the Former Credit Agreement and was amended and restated into term loans pursuant to the Term Loan Agreement and (ii) approximately $27.9 million of new term loans.  Of the $27.9 million, $7.0 million was used to fund an interest reserve account, which will in turn fund initial interest payments under the Term Loan Agreement, $8.0 million was allocated to the lenders’ closing fees and original issue discount, and approximately $12.9 million was advanced to the Company in cash, of which approximately $4.3 million was used to pay professional fees, expenses, and other closing costs.

The Term Loan Agreement contains a mechanism pursuant to which up to $5.0 million of the principal amount of all term loans will be forgiven if the Company can decrease the loan to collateral value ratio with respect to approximately $75.0 million of “Term A” loans on or prior to August 1, 2020.  If such ratio is reduced after August 1, 2020 and on or before February 1, 2021, the amount of principal forgiven would be $2.5 million.  No principal forgiveness is available after February 1, 2021. The Company anticipates that any reduction in the loan to collateral value ratio would result from (i) prepayments of the Term A loans with proceeds of real estate and other asset sales or (ii) obtaining new asset appraisals demonstrating a higher collateral value.

Other terms of the Term Loan Agreement include the following:

· three-year term with maturity date of July 31, 2022;

· interest rate equal to LIBOR + 10.25% with a 2.00% LIBOR floor;

· no mandatory scheduled amortization for the fiscal year ending June 30, 2020, amortization of $1,250,000 per quarter beginning with the quarter ending September 30, 2020, and amortization of $1,875,000 per quarter beginning with the quarter ending September 30, 2021;

· mandatory prepayments with proceeds of certain asset dispositions, insurance proceeds, incurrence of other debt, and 75% of the Company’s excess cash flow on an annual basis;

· a “make-whole” prepayment premium plus 4.0% in the first year of the facility, a 3.0% prepayment premium in the second year of the facility, and a 1.0% prepayment premium after the second year of the facility, provided that no prepayment premium is required during the last six months of the facility;

· an annual agency fee of $150,000;

· Lease Adjusted Leverage Ratio, Capital Expenditure, Fixed Charge Coverage Ratio, and Minimum Liquidity financial covenants;

· secured by substantially all of the Company’s and its US, Canadian, and Mexican subsidiaries’ assets;

· board observation rights; and

· other representations and warranties, affirmative and negative covenants, and events of default that are customary for this type of facility.

The description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by the full text of the Term Loan Agreement, which is filed herewith as Exhibit 10.1.

Revolving Credit Agreement

The Revolving Credit Agreement provides a $60.0 million revolving credit facility intended to fund the Company’s working capital requirements.  The Company borrowed approximately $30.0 million under the Revolving Credit Agreement on the closing date to fund the cash-collateralization of the Company’s outstanding letter of credit obligations under the Former Credit Agreement.  Other terms of the Revolving Credit Agreement include the following:

· three-year term with a maturity date of July 31, 2022;

· interest rate of LIBOR + 3.5%, with a 1.0% LIBOR floor;

· borrowing availability is determined based on a “borrowing base” equal to 90% of the face value of eligible US and Canadian accounts receivable, with a borrowing base of approximately $42.3 million on the closing date;

· a deemed minimum balance equal to 15% of the average monthly borrowing base for purposes of calculating fees and interest;

· in the event the facility is terminated prior to maturity, the Company must pay a prepayment premium of 3.0% during the first year of the facility, 2.0% during the second year of the facility, and 1.0% after the second year of the facility, provided that no prepayment premium is required during the last six months of the facility;

· Lease Adjusted Leverage Ratio, Capital Expenditure, Fixed Charge Coverage Ratio, and Minimum Liquidity financial covenants;

· secured by substantially all of the assets of the Company and its US and Canadian subsidiaries;

· requires completion of audited financial statements for fiscal 2019 and prior periods by no later than June 30, 2020; and

· other representations and warranties, affirmative and negative covenants, and events of default that are customary for this type of facility.

The description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Revolving Credit Agreement, which is filed herewith as Exhibit 10.2.

Warrant Purchase Agreement

Under the Warrant Purchase Agreement, the Company sold to Luminus Energy Partners Master Fund, Ltd. (“Luminus”) a warrant to purchase 16,000,000 shares of the Company’s common stock (or preferred stock convertible into common stock) (the “Initial Warrant”) and a warrant to purchase 5,472,845 shares of the Company’s common stock (or preferred stock convertible into common stock) (the “Change in Control Warrant” and, together with the Initial Warrant, the “Warrants”). Immediately prior to entering into the Warrant Purchase Agreement Luminus beneficially owned, directly or indirectly through its affiliates, 4,576,613 shares of the Company’s common stock. The terms of the Warrants include the following:

· exercise price of $0.01 per share for both Warrants;

· the Initial Warrant has an expiration date of July 31, 2025;

· the Change in Control Warrant has an expiration date of July 31, 2030;

· the Initial Warrant is exercisable at any time prior to its expiration date;

· the Change in Control Warrant is exercisable only upon a change in control of the Company (as further defined in the Change in Control Warrant) prior to its expiration date;

· anti-dilution rights providing for downward adjustment of the exercise price if the Company’s stock is issued for less than the then-existing exercise price;

· the exercise price and number of shares issuable under the Warrants are subject to customary adjustments for stock splits and similar events; and

· board observation rights.

In addition, the Warrant Purchase Agreement provides Luminus with preemptive rights whereby if the Company proposes to issue additional shares of common stock Luminus will be entitled to acquire a number of shares of common stock sufficient for it to maintain its percentage of ownership of the Company’s common stock on a fully diluted basis as it had immediately prior to such issuance, assuming for such purpose full exercise of the Warrants.  Luminus is entitled to acquire such shares of common stock on the same terms and conditions offered pursuant to the proposed issuance.  The Warrant Purchase Agreement also requires the Company to use its best efforts to ensure it is in compliance with its public reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by no later than June 30, 2020.

The Company currently has 40,000,000 shares of common stock authorized for issuance under its Amended and Restated Certificate of Incorporation (the “Charter”) and, as of July 31, 2019, there were 30,078,474 shares of common stock issued and outstanding.  Accordingly, the company does not have sufficient shares of common stock authorized under the Charter to cover the number of shares to be acquired under the Warrants.  As a result, the Warrant Purchase Agreement requires the Company, at its next stockholder meeting, to submit and recommend the adoption of an amendment to the Charter that increases the number of shares of authorized common stock to 100,000,000 and decreases the par value of its common stock from $0.033 to $0.01 or less (the “Charter Amendment”).  The Warrant Agreement requires Luminus to vote in favor of the Charter Amendment.  In the event the Warrants are exercised prior to the Charter Amendment, the Warrant holder would receive one share of preferred stock in lieu of each 1,000 shares of common stock.  Each share of preferred stock issued pursuant to the Warrants would be automatically converted to 1,000 shares of common stock upon adoption of the Charter Amendment.  The terms of this preferred stock are described in further detail under Item 5.03 below.

The Warrant Agreement also requires the Company to amend its Section 382 Tax Benefits Preservation Plan, dated as of August 9, 2018, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Plan”), so that Luminus and its affiliates are “Exempt Persons” thereunder for all purposes.  Once the Rights Plan is so amended, acquisitions of the Company’s common stock or other securities by Luminus or its affiliates would not cause the rights issued under the Rights Plan to become exercisable and dilutive to Luminus.  The Rights Plan requires a stockholder vote at the next meeting of the Company’s stockholders and Luminus agreed in the Warrant Purchase Agreement to vote in favor of ratification and continuation of the Rights Plan.

The Warrants were acquired by Luminus contemporaneously with the closing of the Term Loan Agreement, under which Luminus is a Term Loan Lender with aggregate term loan commitments of approximately $30.0 million (the “Term B Loans”).  The Warrant Purchase Agreement provides that the Company and Luminus will determine an allocation of the Term B Loans proceeds to the purchase price of each of the Warrants within six months of the closing of the Warrant Purchase Agreement.

On July 31, 2019, in connection with the Warrant Purchase Agreement, the Company and Luminus entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which holders of the Warrants and securities issued in respect of the Warrants (including, without limitation, shares of common stock issued upon conversion of any preferred stock issued upon exercise of the Warrants) (collectively, “Registrable Securities”) will be entitled to demand the registration of the sale of certain or all of their Registrable Securities. Among other things, under the terms of the Registration Rights Agreement:

· if the Company proposes to file certain types of registration statements under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an offering of equity securities, the Company will be required to offer holders of Registrable Securities, if any, the opportunity to register the sale of all or part of their Registrable Securities on the terms and conditions set forth in the Registration Rights Agreement (customarily known as “piggyback rights”); and

· holders of Registrable Securities have the right, subject to certain conditions and exceptions, to request that the Company file registration statements with the Securities and Exchange Commission (the “SEC”) for one or more offerings of all or part of their Registrable Securities and the Company is required to cause any such registration statements to be filed with the SEC and become effective.

All expenses of registration under the Registration Rights Agreement, including the legal fees of one counsel retained by or on behalf of the holders of Registrable Securities, will be paid by the Company. Each holder of Registrable Securities will pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such holder’s Registrable Securities pursuant to any such registration.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions such as minimums, blackout periods and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter. The Registration Rights Agreement also contains customary indemnification and contribution provisions.

The descriptions of the Warrant Purchase Agreement, the Initial Warrant, the Change in Control Warrant, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are filed herewith as Exhibits 10.3, 10.4, 10.5, and 10.6, respectively.

Item 3.02          Unregistered Sales of Equity Securities.

See the description set forth under the heading “Warrant Purchase Agreement” under Item 1.01 of this report, which is incorporated by reference into this Item 3.02.  The sale of the Warrants was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.  In determining to rely on this exemption, the Company considered that Luminus is an accredited and sophisticated investor who is the Company’s largest stockholder and is familiar with the Company’s operations, the Company did not engage in any general solicitation or advertising in connection with the sale, and Luminus acquired the Warrants without a view to resale or distribution to others immediately, as evidenced by certain representations in the Warrant Purchase Agreement.

Item 3.03          Material Modification to Rights of Security Holders.

On July 31, 2019, in connection with the Company’s entry into the Warrant Purchase Agreement and issuance of the Warrants, the Company’s Board of Directors adopted resolutions pursuant to which Luminus was declared an “Exempt Person” under the Rights Plan and all securities of the Company held by Luminus and issued in respect of the Warrants (including, without limitation, any shares of common stock issued in exchange for shares of preferred stock issued upon exercise of the Warrants) an “Exempt Amount” under the Rights Plan.  The purpose of these resolutions was to permit the closing of the Warrant Purchase Agreement and the issuance and future exercise of the Warrants without causing the rights issued under the Rights Plan to become exercisable and dilutive to Luminus.

Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 31, 2019, in connection with the closing of the Warrant Purchase Agreement and issuance of the Warrants, the Company’s Board of Directors approved a Certificate of Designation, Preferences, and Rights of Series B Preferred Stock of Celadon Group, Inc. (the “Series B Certificate of Designation”) and the Company filed the Series B Certificate of Designation with the Delaware Secretary of State.  The Series B Certificate of Designation designates for issuance 50,000 shares of a new class of preferred stock (the “Series B Preferred Stock”).

The purpose of the Series B Certificate of Designation and the Series B Preferred Stock was to create a class of preferred stock that was economically similar to common stock and could be issued upon exercise of the Warrants in the event the Company did not have sufficient authorized shares of common stock to issue upon such exercise.  Each share of Series B Preferred Stock automatically converts into 1,000 shares of the Company’s common stock upon the adoption of the Charter Amendment.  Accordingly, if the Warrants were exercised prior to adoption of the Charter Amendment, one share of Series B Preferred Stock would be issued in lieu of each 1,000 shares of common stock and, upon adoption of the Charter Amendment, each share of Series B Preferred Stock would automatically convert into 1,000 shares of common stock, thereby giving the holder of the Warrant the same number of shares of common stock as it would have received had the common stock been issued upon initial exercise of the Warrant.

Holders of Series B Preferred Stock are entitled to receive proceeds of dividends, consolidations, mergers, and liquidating distributions in preference to the holders of the Company’s common stock and in a per-share amount equal to 1,000 times the per-share amount allocable to the Company’s common stock, subject to certain customary adjustments for stock splits and similar events.  Holders of the Series B Preferred Stock are entitled to accrue, on a cumulative basis, a minimum quarterly dividend of $0.01 per share, whether or not declared.  However, the Series B Certificate of Designation provides that the Company shall not declare or pay any dividend in cash in respect of shares of the Series B Preferred Stock at any time such declaration or payment is prohibited by the terms of any loan or credit agreement to which the Company is a party.  The Term Loan Agreement and the Revolving Credit Agreement prohibit the Company from paying cash dividends.

The description of the Series B Certificate of Designation does not purport to be complete and is qualified in its entirety by the full text of the Series B Certificate of Designation, which is filed herewith as Exhibit 3.1. Exhibit 3.1 includes a Certificate of Correction filed by the Company with the Delaware Secretary of State on August 6, 2019 correcting a typographical error in the Series B Certificate of Designation.

Item 7.01          Regulation FD Disclosure.

On July 31, 2019, the Company issued a press release announcing the transactions disclosed in this report.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01          Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	3.1	Certificate of Designation dated July 31, 2019
	10.1*	Second Amended and Restated Credit Agreement dated July 31, 2019
	10.2*	Credit and Security Agreement dated July 31, 2019
	10.3	Warrant Purchase Agreement dated July 31, 2019
	10.4	Warrant to Purchase Sixteen Million Shares of Common Stock, Par Value $0.033 per share, dated July 31, 2019
	10.5	Warrant to Purchase Five Million Four Hundred Seventy-Two Thousand Eight Hundred Forty-Five Shares of Common Stock, par value $0.033 per share, dated July 31, 2019
	10.6	Registration Rights Agreement dated July 31, 2019
	99.1	Press Release dated July 31, 2019

*Portions of certain schedules to the exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

The information contained in Item 7.01 and 9.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Items 1.01, 7.01, and 9.01 hereof and Exhibit 99.1 hereto contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including "anticipates," "will," "intended," "believes," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  In this report, statements relating to the future occurrence and impact of improvement in operations and successful execution of the Company’s tractor replacement program, future reduction or forgiveness of debt, future compliance with financial covenants, the Company’s fleet refresh, future cost savings, the completion of audited financial statements, relisting on a stock exchange, and other expressions of future activities or intent are forward-looking statements.   Actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider factors that could cause actual results to differ from expectations, such as the ability to obtain tractor deliveries on the anticipated terms and schedule; the ability to obtain financing for the tractors included in the fleet refresh including lease purchase financing for independent contractors for a portion of the tractors; the ability to attract and retain drivers, including independent contractors; the realization of the anticipated cost savings, safety improvements, and productivity enhancements from the fleet refresh; delays or inability to complete the financial statement audit or relisting of the common stock, and various disclosures by the Company in its press releases, stockholder reports, and filings with the SEC.

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.

		CELADON GROUP, INC.
Date: August 6, 2019	By:	/s/ Vincent Donargo
		Vincent Donargo Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
3.1	Certificate of Designation dated July 31, 2019
10.1*	Second Amended and Restated Credit Agreement dated July 31, 2019
10.2*	Credit and Security Agreement dated July 31, 2019
10.3	Warrant Purchase Agreement dated July 31, 2019
10.4	Warrant to Purchase Sixteen Million Shares of Common Stock, Par Value $0.033 per share, dated July 31, 2019
10.5	Warrant to Purchase Five Million Four Hundred Seventy-Two Thousand Eight Hundred Forty-Five Shares of Common Stock, par value $0.033 per share, dated July 31, 2019
10.6	Registration Rights Agreement dated July 31, 2019
99.1	Press Release dated July 31, 2019

*Portions of certain schedules to the exhibit have been omitted because they are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES B PREFERRED STOCK

OF

CELADON GROUP, INC.

(Pursuant to Section 151 of the Delaware General Corporation Law)

Celadon Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the “DGCL”), hereby certifies that, pursuant to the authority granted by Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Restated Certificate of Incorporation”), and in accordance with Section 151 of the DGCL, the Board of Directors of the Corporation (hereinafter being referred to as the “Board of Directors” or the “Board”), by special meeting held July 31, 2019, has adopted the following resolution with respect to the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof, of the Series B Preferred Stock:

RESOLVED, that, pursuant to the authority granted to and vested in the Board of Directors in accordance with the provisions of the Restated Certificate of Incorporation, the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof of the Series B Preferred Stock are as follows:

1.          Designation and Amount.  The shares of such series shall be designated as “Series B Preferred Stock” (the “Series B Preferred Stock”) and the number of shares constituting the Series B Preferred Stock shall be 50,000.  Such number of shares may be increased or decreased by resolution of the Board of Directors prior to issuance; provided, that no decrease shall reduce the number of shares of the Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into the Series B Preferred Stock; provided, further, that if more than a total of 50,000 shares of Series B Preferred Stock shall be issuable upon the exercise of the Warrants, dated July 31, 2019, initially issued to Luminus Management, LLC (the “Warrants”), the Board of Directors of the Corporation, pursuant to Section 151(g) of the DGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of Section 103 of the DGCL, providing for the total number of shares of Series B Preferred Stock authorized to be issued to be increased (to the extent that the Restated Certificate of Incorporation then permits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of the Warrants.

2.          Dividends and Distributions.

(a)          In preference to the holders of common stock, par value $0.033 per share, of the Corporation (the “Common Stock”) and of any other capital stock of the Corporation, including shares of any other series of preferred stock of the Company, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for the payment of dividends, quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year, or such other dates as the Board of Directors shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series B Preferred Stock (the “Issue Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $0.01 or (ii) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in cash) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of the Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock.  In the event the Corporation shall at any time after the Issue Date (A) declare and pay any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of

Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.  In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (ii) of the first sentence of this Section 2(a) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after such event.

(b)          The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (a) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); and the Corporation shall pay such dividend or distribution on the Series B Preferred Stock before the dividend or distribution declared on the Common Stock is paid or set apart; provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series B Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Quarterly Dividend Payment Date.

(c)          Dividends shall begin to accrue and be cumulative, whether or not declared, on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear interest.  Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.  The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

(d)          Notwithstanding anything to the contrary set forth in this Section 2, the Company shall not declare or pay any dividend in cash in respect of shares of the Series B Preferred Stock at any time such declaration or payment is prohibited by the terms of any loan or credit agreement to which the Company is a party.

3.          Voting Rights.The holders of shares of Series B Preferred Stock shall have the following voting rights:

(a)          Subject to the provision for adjustment hereinafter set forth and except as otherwise provided in the Restated Certificate of Incorporation or required by law, each share of Series B Preferred Stock shall entitle the holder thereof to one thousand (1,000) votes on all matters upon which the holders of the Common Stock of the Corporation are entitled to vote.  In the event the Corporation shall at any time after the Issue Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.  In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after such event.

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(b)          Except as otherwise provided herein, in the Restated Certificate of Incorporation or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, and except as otherwise required by law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(c)          (i)          If at any time dividends on any Series B Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the holders of the Series B Preferred Stock, voting as a separate series from all other series of Preferred Stock and classes of capital stock, shall be entitled to elect two members of the Board in addition to any Directors elected by any other series, class or classes of securities and the authorized number of Directors will automatically be increased by two.  Promptly thereafter, the Board of the Corporation shall, as soon as may be practicable, call a special meeting of holders of Series B Preferred Stock for the purpose of electing such members of the Board.  Such special meeting shall in any event be held within 45 calendar days of the occurrence of such arrearage.

(ii)          During any period when the holders of Series B Preferred Stock, voting as a separate series, shall be entitled and shall have exercised their right to elect two Directors, then, and during such time as such right continues, (a) the then authorized number of Directors shall be increased by two, and the holders of Series B Preferred Stock, voting as a separate series, shall be entitled to elect the additional Directors so provided for, and (b) each such additional Director shall serve until the next annual meeting of stockholders for the election of Directors, or until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this Section 3(c).

(iii)          A Director elected pursuant to the terms hereof may be removed with or without cause by the holders of Series B Preferred Stock entitled to vote in an election of such Director.

(iv)          If, during any interval between annual meetings of stockholders for the election of Directors and while the holders of Series B Preferred Stock shall be entitled to elect two Directors, there is no such Director in office by reason of resignation, death or removal, then, promptly thereafter, the Board shall call a special meeting of the holders of Series B Preferred Stock for the purpose of filling such vacancy and such vacancy shall be filled at such special meeting.  Such special meeting shall in any event be held within 45 calendar days of the occurrence of such vacancy.

(v)          At such time as the arrearage is fully cured, and all dividends accumulated and unpaid on any shares of Series B Preferred Stock outstanding are paid, and, in addition thereto, at least one regular dividend has been paid subsequent to curing such arrearage, the term of office of any Director elected pursuant to this Section 3(c), or his successor, shall automatically terminate, and the authorized number of Directors shall automatically decrease by two, the rights of the holders of the shares of the Series B Preferred Stock to vote as provided in this Section 3(c) shall cease, subject to renewal from time to time upon the same terms and conditions, and the holders of shares of the Series B Preferred Stock shall have only the limited voting rights elsewhere herein set forth.

(d)          Except as set forth herein, or as otherwise provided by law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

4.          Certain Restrictions.

(a)          Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)          declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

(ii)          declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

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(iii)          redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock or rights, warrants or options to acquire such junior stock; or

(iv)          redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b)          The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

5.          Reacquired Shares.  Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever, or which shall be converted into shares of Common Stock pursuant to Section 8 of this Certificate of Designation, shall be retired and cancelled promptly after the acquisition thereof by the Corporation.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued, without designation as to series until such shares are once more designated as part of a particular series of Preferred Stock by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Restated Certificate of Incorporation, or in any other Certificate of Designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

6.          Liquidation, Dissolution or Winding Up.

(a)          Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior, either as to dividends or upon liquidation, dissolution or winding up, to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided that the holders of shares of Series B Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (ii) to the holders of shares of stock ranking on a parity either as to dividends or upon liquidation, dissolution or winding up with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.  In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Preferred Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series B Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences.  In the event the Corporation shall at any time after the Issue Date (A) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (B) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.  In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such case the aggregate amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of this Section 6(a) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number

4

of shares of Series B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after such event.

(b)          Neither the merger, consolidation or other business combination of the Corporation into or with another entity nor the merger, consolidation or other business combination of any other entity into or with the Corporation (nor the sale, lease, exchange or conveyance of all or substantially all of the property, assets or business of the Corporation) shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

8.          Consolidation, Merger, etc.  Notwithstanding anything to the contrary contained herein, in case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are converted into, exchanged for or changed into other stock or securities, cash and/or any other property (payable in kind), then in any such case each share of Series B Preferred Stock shall at the same time be similarly converted into, exchanged for or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged.  In the event the Corporation shall at any time after the Issue Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.  In the event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of Series B Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, then in each such case the amount set forth in the first sentence of this Section 7 with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series B Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series B Preferred Stock outstanding immediately after such event.

8.          Conversion.  Upon the occurrence of the Increase Authorization (as such term is defined in that certain Warrant Purchase Agreement, dated July 31, 2019, by and between the Corporation and Luminus Energy Partners Master Fund, Ltd.), each share of Series B Preferred Stock automatically shall be converted, without any action by any holder of shares of Series B Preferred Stock into One Thousand (1,000) fully paid and validly issued shares of Common Stock, the shares of Series B Preferred Stock shall be cancelled.  Within five (5) business days after the Increase Authorization, the Corporation shall cause its transfer agent to send the shares of Common Stock so issued to the holders of the shares of Series B Preferred Stock.

9.          No Redemption.  The shares of Series B Preferred Stock shall not be redeemable from any holder.

10.          Rank.  The Series B Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation, senior to all series of any other class of the Preferred Stock issued either before or after the issuance of the Series B Preferred Stock, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock.

11.          Amendment.  At such time as any shares of Series B Preferred Stock are outstanding, if any proposed amendment to the Restated Certificate of Incorporation (including this Certificate of Designation) would alter, change or repeal any of the preferences, powers or special rights given to the Series B Preferred Stock so as to affect the Series B Preferred Stock adversely, then the holders of the Series B Preferred Stock shall be entitled to vote separately as a class upon such amendment, and the affirmative vote of a majority of the outstanding shares of the Series B Preferred Stock, voting separately as a single class, shall be necessary for the adoption thereof, in addition to such other vote as may be required by the DGCL.

12.          Fractional Shares.  Series B Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock.

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IN WITNESS WHEREOF, the undersigned have signed and attested this Certificate of Designation on the 31st day of July, 2019.

	CELADON GROUP, INC.
	By:	/s/ Vincent Donargo
	Name:	Vincent Donargo
	Title:	Chief Financial Officer
Attest:
/s/ Chase Welsh
Chase Welsh, Secretary

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

CELADON GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is CELADON GROUP, INC.

2. That a Certificate of Designation of Series B Preferred Stock was filed by the Secretary of State of Delaware on the 31^st day of July, 2019, and that said Certificate of Designation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate is:

An incorrect statement, in Section 2(b), of the per share dividend amount with respect to the Series B Preferred Stock as $1.00, instead of the intended $0.01 per share amount.

4. Section 2(b) of the Certificate is corrected to read as follows:

“The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (a) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); and the Corporation shall pay such dividend or distribution on the Series B Preferred Stock before the dividend or distribution declared on the Common Stock is paid or set apart; provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per share on the Series B Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Quarterly Dividend Payment Date.”

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 6^th day of August, 2019.

CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

Back to Form 8-K

EX-10.1

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of July 31, 2019,

among

CELADON GROUP, INC.

as Borrower

CERTAIN SUBSIDIARIES OF BORROWER,

as Guarantors

THE LENDERS FROM TIME TO TIME PARTY HERETO

and

BLUE TORCH FINANCE, LLC,

as administrative agent

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS; CONSTRUCTION			1
	Section 1.1.	Definitions	1
	Section 1.2.	Accounting Terms and Determination	49
	Section 1.3.	Terms Generally	49

ARTICLE II AMOUNT AND TERMS OF THE LOANS			50
	Section 2.1.	Term Loan	50
	Section 2.2.	Funding of Term A-2 Loans and Term B-2 Loans	51
	Section 2.3.	Repayment of Loans	51
	Section 2.4.	Evidence of Indebtedness	52
	Section 2.5.	Prepayment of Loans	52
	Section 2.6.	Interest on Loans	56
	Section 2.7.	Protective Advances	57
	Section 2.8.	Computation of Interest	57
	Section 2.9.	Inability to Determine Interest Rates	57
	Section 2.10.	Illegality	59
	Section 2.11.	Increased Costs	59
	Section 2.12.	Funding Indemnity	61
	Section 2.13.	Taxes	61
	Section 2.14.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	64
	Section 2.15.	Mitigation of Obligations	66
	Section 2.16.	Replacement of Lenders	66
	Section 2.17.	Fees	67

ARTICLE III CONDITIONS PRECEDENT TO LOANS			68
	Section 3.1.	Conditions to Effectiveness	68
	Section 3.2.	Delivery of Documents	71

ARTICLE IV REPRESENTATIONS AND WARRANTIES			71
	Section 4.1.	Due Organization and Qualification; Subsidiaries	71
	Section 4.2.	Due Authorization; No Conflict	72
	Section 4.3.	Governmental Consents	73
	Section 4.4.	Binding Obligations; Perfected Liens	73
	Section 4.5.	Title to Assets; No Encumbrances	73
	Section 4.6.	Litigation	74
	Section 4.7.	Compliance with Laws	74
	Section 4.8.	No Material Adverse Effect	74
	Section 4.9.	Solvency	74

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Section 4.10.	Employee Benefits	75
Section 4.11.	Environmental Condition	76
Section 4.12.	Complete Disclosure	77
Section 4.13.	Adverse Agreements	78
Section 4.14.	Indebtedness	78
Section 4.15.	Payment of Taxes	78
Section 4.16.	Margin Stock	78
Section 4.17.	Governmental Regulation	78
Section 4.18.	Permits	79
Section 4.19.	Employee and Labor Matters	79
Section 4.20.	Customers and Suppliers	80
Section 4.21.	Real Estate	80
Section 4.22.	Rolling Stock	81
Section 4.23.	Material Contracts	82
Section 4.24.	Captive Insurance Subsidiaries	82
Section 4.25.	Drivers	82
Section 4.26.	Benefits of Guarantors	83
Section 4.27.	Property and Assets in Quebec	83
Section 4.28.	Sanctions	83
Section 4.29.	Anti-Corruption and Anti-Money Laundering	84

ARTICLE V AFFIRMATIVE COVENANTS			84
	Section 5.1.	Financial Statements, Reports, Certificates	85
	Section 5.2.	[Reserved]	85
	Section 5.3.	Existence	85
	Section 5.4.	Maintenance of Properties	85
	Section 5.5.	Taxes	85
	Section 5.6.	Insurance	86
	Section 5.7.	Books and Records; Inspection and Collateral Monitoring	86
	Section 5.8.	Compliance with Laws	87
	Section 5.9.	Environmental	87
	Section 5.10.	Disclosure Updates	89
	Section 5.11.	Formation of Subsidiaries	89
	Section 5.12.	Further Assurances	89
	Section 5.13.	Lender Meetings	90
	Section 5.14.	Compliance with ERISA and the Code	90
	Section 5.15.	Rolling Stock	91
	Section 5.16.	Driver Payables	93
	Section 5.17.	Reserved	93
	Section 5.18.	Pledged Accounts and Collateral Account	93
	Section 5.19.	Post Closing	94
	Section 5.20.	Quebec Matters	94
	Section 5.21.	DPA Payments	94

ii

Section 5.22.	Board Observation Rights	94
Section 5.23.	Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions	95

ARTICLE VI FINANCIAL COVENANTS			96
	Section 6.1.	Lease Adjusted Leverage Ratio	96
	Section 6.2.	Capital Expenditures	97
	Section 6.3.	Fixed Charge Coverage Ratio	97
	Section 6.4.	Minimum Liquidity	98

ARTICLE VII NEGATIVE COVENANTS			99
	Section 7.1.	Indebtedness	99
	Section 7.2.	Liens	99
	Section 7.3.	Restrictions on Fundamental Changes	99
	Section 7.4.	Disposal of Assets	100
	Section 7.5.	Nature of Business	100
	Section 7.6.	Prepayments and Amendments	100
	Section 7.7.	Restricted Payments	101
	Section 7.8.	Accounting Methods	102
	Section 7.9.	Investments	102
	Section 7.10.	Transactions with Affiliates	102
	Section 7.11.	Margin Regulations; Investment Company Act	103
	Section 7.12.	Limitation on Issuance of Equity Interests	103
	Section 7.13.	DPA	103
	Section 7.14.	Employee Benefits	103
	Section 7.15.	Sale and Leaseback Transactions	104
	Section 7.16.	Restrictive Agreements	104
	Section 7.17.	Hedging Transactions	105
	Section 7.18.	Sanctioned Persons; Anti-Corruption Laws; Anti-Money Laundering Laws	105

ARTICLE VIII EVENTS OF DEFAULT			105
	Section 8.1.	Events of Default	105
	Section 8.2.	Application of Proceeds	109

ARTICLE IX THE AGENT			111
	Section 9.1.	Appointment of Administrative Agent	111
	Section 9.2.	Nature of Duties of Administrative Agent	112
	Section 9.3.	Lack of Reliance on the Administrative Agent	112
	Section 9.4.	Certain Rights of the Administrative Agent	113
	Section 9.5.	Reliance by Administrative Agent	113
	Section 9.6.	The Administrative Agent in its Individual Capacity	113
	Section 9.7.	Successor Administrative Agent	113

iii

Section 9.8.	Administrative Agent May File Proofs of Claim	115
Section 9.9.	Collateral Documents	115
Section 9.10.	Collateral and Guaranty Matters	116
Section 9.11.	Right to Realize on Collateral and Enforce Guarantee	116
Section 9.12.	No Reliance on Administrative Agent’s Customer Identification Program	116
Section 9.13.	Administrative Agent as Hypothecary Representative (fondé de pouvoir)	117

ARTICLE X MISCELLANEOUS			117
	Section 10.1.	Notices	117
	Section 10.2.	Waiver; Amendments	121
	Section 10.3.	Expenses; Indemnification	123
	Section 10.4.	Successors and Assigns	125
	Section 10.5.	Governing Law; Jurisdiction; Consent to Service of Process	129
	Section 10.6.	WAIVER OF JURY TRIAL	130
	Section 10.7.	Right of Setoff	131
	Section 10.8.	Counterparts; Integration	131
	Section 10.9.	Survival	131
	Section 10.10.	Severability	131
	Section 10.11.	Confidentiality, Public Disclosure	132
	Section 10.12.	Interest Rate Limitation	133
	Section 10.13.	Corporate Seal	134
	Section 10.14.	Patriot Act	134
	Section 10.15.	No Advisory or Fiduciary Responsibility	134
	Section 10.16.	Location of Closing	135
	Section 10.17.	Intercreditor Agreement	135
	Section 10.18.	Judgment Currency	135
	Section 10.19.	No Novation.	135

ARTICLE XI GUARANTY			136
	Section 11.1.	Guaranty	136
	Section 11.2.	Guaranty Absolute	136
	Section 11.3.	Waiver	137
	Section 11.4.	Continuing Guaranty; Assignments	137
	Section 11.5.	Subrogation	138
	Section 11.6.	Contribution	138

iv

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THISSECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2019, by and among CELADON GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined herein), the lenders from time to time party hereto (the “Lenders”), and BLUE TORCH FINANCE, LLC (“Blue Torch”), in its capacity as administrative agent for the Lenders (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower and Bank of America, N.A., as the administrative agent (in such capacity, the “Existing Administrative Agent”), as the swing line lender (in such capacity, the “Existing Swing Line Lender”), and as the letter of credit issuer (in such capacity, the “Existing LC Issuer”) are parties to the Existing Credit Agreement (as defined herein), pursuant to which the lenders thereunder have made available to Borrower a revolving credit facility in the amount of $200,000,000; which has been subsequently reduced to $146,229,635;

WHEREAS, immediately prior to the effectiveness of this Agreement, (i) the Existing Lenders will sell to the Lenders, and the Lenders shall purchase, all of the outstanding Loans (as defined in the Existing Credit Agreement), Liens (as defined in the Existing Credit Agreement) and Commitments (as defined in the Existing Credit Agreement) and other rights of the Existing Lenders, (ii) the Existing Administrative Agent and the Existing Swing Line Lender shall resign their roles in such capacities, and (iii) Blue Torch shall be appointed as Administrative Agent in replacement of the Existing Administrative Agent, in each case of clauses (i), (ii) and (iii), pursuant to documents in form and substance satisfactory to Blue Torch (collectively, the “Assignment and Resignation Transactions”);

WHEREAS, it is the intention of the parties hereto that this Agreement is an amendment and restatement of the Existing Credit Agreement, and not a new or substitute credit agreement or novation of the Existing Credit Agreement;

WHEREAS, the Loan Parties have requested that the Administrative Agent and the Lenders amend certain other terms and conditions of the Loan Documents; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Lenders and the Administrative Agent hereby (i) agree that the Existing Credit Agreement is amended and restated (but not substituted or extinguished) and (ii) further covenant and agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1.          Definitions.  In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“2019 Appraisals” shall mean the appraisals of the Borrower's and its Subsidiaries' (i) owned Real Estate in Canada conducted by Colliers International, on or about June 10, 2019, in order to determine the fair market value of such Real Estate, (ii) owned Real Estate in the United States conducted by Cushman & Wakefield, on or about July 1, 2019, in order to determine the fair market value of such Real Estate and (iii) Rolling Stock conducted by Taylor & Martin, Inc., on or about June 25, 2019, in order to determine the net orderly liquidation value of such Rolling Stock, and, in each case, delivered to the Administrative Agent prior to the Closing Date.

“2020 Appraisals” shall mean the new appraisals of the Borrower's and its Subsidiaries' Rolling Stock and owned Real Estate to be conducted by qualified independent third parties reasonably satisfactory to the Administrative Agent at the expense of the Borrower, dated on or after April 1, 2020, pursuant to Section 5.7(c) in order to determine the net orderly liquidation value of such Rolling Stock and the fair market value of such Real Estate.

“ABL Administrative Agent” shall mean MidCap Financial Trust, as administrative agent and collateral agent under the proposed ABL Credit Agreement, and any successor agent under the ABL Credit Agreement.

“ABL Credit Agreement” shall mean that certain Credit and Security Agreement, dated as of the Closing Date, among the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto and the ABL Administrative Agent (as may be amended, restated, supplemented, modified, replaced or refinanced from time to time in accordance with the terms of the Intercreditor Agreement).

“ABL Obligations” shall mean the “ABL Obligations”, as such term is defined in the Intercreditor Agreement.

“ABL Facility” shall mean, at any time, the aggregate amount of the commitments under the ABL Credit Agreement at such time.

“ABL Priority Collateral” shall have the meaning set forth in the Intercreditor Agreement.

“Account” shall mean an account (as that term is defined in the UCC).

“Account Debtor” shall mean any Person who is obligated on an Account, chattel paper, or a general intangible.

“Acquisition” shall mean (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity Interests of any other Person.

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“Additional Documents” shall have the meaning assigned to such term in Section 5.12.

“Adjusted LIBO Rate” shall mean, with respect to each Interest Period, the greater of (x) the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage and (y) 2.00% per annum.

“Administrative Agent” shall have the meaning assigned to such term in the opening paragraph hereof.

“Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form provided by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.  For the purposes of this definition, “Control” shall mean the power, directly or indirectly, either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise.  The terms “Controlled by”, and “under common Control with” have the meanings correlative thereto.  Notwithstanding anything to the contrary herein, (x) the Administrative Agent, the Lead Lender or any other Lenders will not be considered Affiliates of the Loan Parties; provided, that Luminus and its Affiliates will be considered Affiliates of the Loan Parties for purposes of Section 7.10 and (y) for purposes of determining an Affiliate of any Lead Lender Group party, Blue Torch, its Affiliates, and any entity that is managed, advised or sub-advised by an Affiliate of Blue Torch shall be deemed an Affiliate of the Lead Lender Group.

“Anti-Corruption Laws” shall mean all applicable law concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, and the anti-bribery and anti-corruption laws and regulations of those jurisdictions in which the Loan Parties do business.  For the avoidance of doubt, Anti-Corruption Laws do not include securities laws or laws of general application.

“Anti-Money Laundering Laws” shall mean all applicable law concerning or relating to terrorism or money laundering, including, without limitation, the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956-1957), the USA PATRIOT Act and the Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5332 and 12 U.S.C. §§ 1818(s), 1820(b) and §§ 1951-1959) and the rules and regulations thereunder, and any law prohibiting or directed against the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), and the anti-money laundering laws and regulations of those jurisdictions in which the Loan Parties do business. For the avoidance of doubt, Anti-Money Laundering Laws do not include securities laws or laws of general application.

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“Applicable ECF Percentage” shall be 75%.

“Applicable Lending Office” shall mean, for each Lender, the “Lending Office” of such Lender (or an Affiliate of such Lender) designated in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or such Affiliate of such Lender) as such Lender may from time to time specify in writing to the Administrative Agent and the Borrower as the office by which its Loans are to be made and maintained.

“Applicable Margin” shall mean, as of any date, with respect to (a) the Eurodollar Rate Loans, 10.25% per annum, and (b) with respect to the Base Rate Loans, 9.25% per annum.

“Applicable Premium” shall mean

(a)          as of the date of the occurrence of an Applicable Premium Trigger Event specified in clause (b), (c) or (d) of the definition thereof:

(i)          during the period from and after the Closing Date up to and including the date that is the 12-month anniversary of the Closing Date (the “First Period”), (A) an amount equal to the Make-Whole Amount plus (B) an amount equal to 4.00% times the aggregate principal amount of the Term Loans outstanding on the date of such Applicable Premium Trigger Event;

(ii)          during the period after the First Period up to and including the date that is the 24-month anniversary of the Closing Date (the “Second Period”), an amount equal to 3.00% times the aggregate principal amount of the Term Loans outstanding on the date of such Applicable Premium Trigger Event;

(iii)          during the period after the Second Period up to and including the date that is the 30-month anniversary of the Closing Date (the “Third Period”), an amount equal to 1.00% times the aggregate principal amount of the Term Loans outstanding on the date of such Applicable Premium Trigger Event; and

(iv)          thereafter, zero;

(b)          as of the date of the occurrence of an Applicable Premium Trigger Event specified in clause (a) of the definition thereof:

(i)          during the First Period, (A) an amount equal to the Make-Whole Amount plus (B) an amount equal to 4.00% times the principal amount of the Term Loans being paid on such date;

(ii)          during the Second Period, an amount equal to 3.00% times the principal amount of the Term Loans being paid on such date;

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(iii)          during the Third Period, an amount equal to 1.00% times the principal amount of the Term Loans being paid on such date; and

(iv)          thereafter, zero;

(c)          as of the date of the occurrence of an Applicable Premium Trigger Event specified in clause (e) of the definition thereof, an amount equal to 10.00% times the principal amount of the Term Loans being paid on such date.

“Applicable Premium Trigger Event” shall mean

(a)          except as set forth in clause (e) below, any payment by any Loan Party of all, or any part, of the principal balance of any Term Loan for any reason (including, without limitation, any optional prepayment or mandatory prepayment other than (x) any prepayment made pursuant to Sections 2.5(c)(i), (c)(ii) (solely with respect to prepayments up to $1,000,000 for any single Disposition and up to $5,000,000 in the aggregate for all Dispositions during the term of this Agreement) or (c)(iv) and (y) any regularly scheduled amortization payment made pursuant to the first sentence of Section 2.3) whether before or after (i) the occurrence of an Event of Default, or (ii) the commencement of any Insolvency Proceeding, and notwithstanding any acceleration (for any reason) of the Obligations;

(b)          the acceleration of the Obligations for any reason, including, without limitation, acceleration in accordance with Section 8.1, including as a result of the commencement of an Insolvency Proceeding;

(c)          the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any Insolvency Proceeding, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any Insolvency Proceeding to the Administrative Agent, for the account of the Lenders in full or partial satisfaction of the Obligations;

(d)          the termination of this Agreement for any reason; or

(e)          any payment by any Loan Party of the principal balance of the Term Loans with the proceeds of Equity Issuance (other than any Excluded Equity Issuances); provided, that, all such payments made pursuant to this clause (e) do not exceed, in the aggregate, an amount equal to 30% of the principal amount of the initial Term Loan made on the Closing Date.

“Approved Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that invests in, or is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers, manages, advises or sub-advises (or is administered, managed, advised or sub-advised by) a Lender or an Affiliate of a Lender.

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“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit C attached hereto or any other form approved by the Administrative Agent.

“Assignment and Resignation Transactions” shall have the meaning set forth in the recitals.

“Bankruptcy Code” shall mean title 11 of the United States Code, as in effect from time to time.

“Base Rate” shall mean, for any period, the greatest of (a) 4.50% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the Adjusted LIBO Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis) plus 1.00% per annum, and (d) the Prime Rate or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).  Each change in the Base Rate shall be effective from and including the date such change is publicly announced as being effective.

“Base Rate Loan” shall mean a Loan that bears interest at a rate determined by reference to the Base Rate.

“Board Observer” shall have the meaning set forth in Section 5.22.

“BOD Meeting” shall have the meaning set forth in Section 5.22.

“Borrower” shall have the meaning assigned to such term in the introductory paragraph hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York and, for purposes of determining the Adjusted LIBO Rate, that is also a day for trading by and between banks in Dollar deposits in the London interbank eurodollar market.

“Canadian Collateral Documents” shall mean (i) the Canadian Security Agreement and each other Canadian law governed document set forth on Schedule 1.1(a) hereto, and (ii) each other Canadian governed law document executed by applicable Loan Parties and delivered in accordance with applicable law to grant a valid, perfected security interest in any property as collateral for the Obligations.

“Canadian Loan Party” shall mean any Loan Party organized under the laws of Canada or a province or territory of Canada.

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“Canadian Motor Vehicle” shall have the meaning ascribed to it in Section 5.15(e).

“Canadian Motor Vehicle Info” shall have the meaning ascribed to it in Section 5.15(e).

 “Canadian Security Agreement” shall mean that certain Canadian Security and Pledge Agreement, dated as of July 26, 2017, by and among Celadon Canadian Holdings, Limited, Hyndman Transport Limited, and the Existing Administrative Agent (as predecessor to the Administrative Agent), as amended, supplemented or otherwise modified from time to time.

“Capital Expenditures” shall mean, for any period, without duplication, the additions to property, plant and equipment and other capital assets of the Borrower and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP.  For the avoidance of doubt, (a) capital assets include such assets that have a useful life of more than one year and Capital Expenditures include (i) the capitalized cost of assets accrued under Capital Lease Obligations incurred by the Borrower and its Subsidiaries during such period, and (ii) any capital expenditures funded with Indebtedness, and (b) capital assets exclude assets leased under operating leases.

“Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.  It is understood that Capital Lease Obligations do not include obligations under operating leases notwithstanding the accounting treatment under ASC 842, effective July 1, 2019.

“Carry-Over Amount” shall have the meaning set forth in Section 6.2.

“Cash Equivalents” shall mean (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P’s or Moody’s, (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) deposit accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so

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long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or a recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than 7 days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of 6 months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Casualty Event” shall mean any loss, casualty or other insured damage to, or any nationalization, taking under eminent domain or by condemnation or similar proceeding in respect of any asset or property.

“Change in Control” shall mean the occurrence of one or more of the following events: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 33.3% or more of the Equity Interests of the Borrower (excluding any securities that Luminus acquires as a result from the exercise of the Warrants or upon the conversion of any Equity Interests issued pursuant to the Warrants into any shares of common stock of the Borrower) entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), (ii) a majority of the members of the board of directors of the Borrower do not constitute Continuing Directors, (iii) there shall occur a “Change of Control” (or any comparable term) under and as defined in the ABL Credit Agreement or with respect to the Equity Interests of the Borrower, or (iv) the Borrower shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 100% of the aggregate voting or economic power of the Equity Interests of each other Loan Party and each of its Subsidiaries (other than in connection with any transaction permitted pursuant to Section 7.3), free and clear of all Liens (other than Permitted Liens).  Notwithstanding the foregoing, it is understood that no Change in Control will result from the exercise of the Warrants by Luminus or upon the conversion by Luminus of any Equity Interests issued pursuant to the Warrants into any shares of common stock of the Borrower.

“Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation, implementation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office or for purposes of Section 2.11(b), by the parent corporation of such Lender) with

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any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that for purposes of this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“CIP Regulations” shall have the meaning assigned to such term in Section 9.12.

“Closing Date” shall mean the date on which the conditions precedent set forth in Section 3.1 have been satisfied or waived in accordance with Section 10.2.

“Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, and any successor statute.

“Collateral” shall mean all property pledged or purported to be pledged pursuant to the Collateral Documents.

“Collateral Access Agreement” shall mean each landlord waiver granted to, and in form and substance reasonably acceptable to, the Administrative Agent and Lead Lender (or if there is no Lead Lender, the Required Lenders).

“Collateral Account” shall mean a deposit account in the name of the Borrower maintained at deposit bank acceptable to the Administrative Agent and subject to a Control Account Agreement, in form and substance satisfactory to the Lead Lender (or if there is no Lead Lender, the Required Lenders) and Administrative Agent; provided that, without limiting the foregoing, any such depository bank shall have waived any rights of set-off or recoupment it may have with respect to amounts contained in the Collateral Account.

“Collateral Documents” shall mean, collectively, the Security Agreement, the Mortgages, the Control Account Agreements, the Perfection Certificate, all Copyright Security Agreements, all Patent Security Agreements, all Trademark Security Agreements, the Intercreditor Agreement, the Canadian Collateral Documents, the Mexican Collateral Documents, the Environmental Indemnities, all Collateral Access Agreements, all certificates of title, each other security agreement or other instrument or document executed and delivered pursuant to Sections 5.11, 5.12, 5.15 and 5.18 or pursuant to any other such Collateral Documents or otherwise to secure or perfect the Liens securing any or all of the Obligations, and any other document executed by a Loan Party and delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Obligations.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Compliance Certificate” shall mean a certificate from the principal executive officer, principal financial officer, chief accounting officer, or vice president of finance of the Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit B.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” shall mean, with respect to the Borrower and its Subsidiaries for any fiscal period, in each case determined on a consolidated basis in accordance with GAAP (unless otherwise specified in Section 1.2):  (a) Consolidated Net Income, plus (b) without duplication, the sum of the following amounts to the extent deducted in determining Consolidated Net Income for such period: (i) Consolidated Interest Expense, (ii) the provision for federal, provincial, territorial, state, local and foreign income taxes or franchise taxes (and for the avoidance of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority), (iii) depreciation and amortization (including any amortization of an asset recorded as a capitalized lease), plus (c) without duplication, the sum of the following amounts to the extent deducted in determining Consolidated Net Income: (i) losses and write-downs on the sale of capital assets or Equity Interests and extraordinary losses, (ii) unusual or non-recurring non-cash losses or expenses or minus unusual or non-recurring non-cash gains or income, (iii) costs and expenses (including advisor and other professional fees) incurred in connection with (A) amendments to and termination of the Existing Credit Agreement and related negotiations, consummation of the closing of this Agreement and the ABL Credit Agreement and the amendment or extension of certain equipment leases and financings in connection therewith (including the Borrower’s, the Administrative Agent’s and lender professional fees and any investment banking “success” or similar fees), (B) the issuance of the Borrower’s consolidated financial statements for Fiscal Years ended June 30, 2019 and prior, including if applicable, the related restatement of the Borrower’s previously issued financial statements (and any interim financial statements for such periods), and (C) the internal investigation conducted by the Borrower’s Audit Committee and its advisors, (iv) non-cash deferred debt amortization expense, early extinguishment of debt expense, original issue discount amortization or similar non-cash amounts attributable to financing or intangible assets (including without limitation non-cash amortization, accretion, or interest expense associated with the Warrants, (v) losses arising from discontinued operations for accounting purposes and the disposed of “FTL” business line, not to exceed $3,000,000 in the aggregate during the term of this Agreement, and (vi) loss or expense from the write down of the IVA tax receivable in Mexico not to exceed $17,200,000 in the aggregate during the term of this Agreement, (provided that, to the extent any loss or expense from the write down of receivables is added back to Consolidated EBITDA pursuant to this clause (vi), any collection of such receivables at a future date, up to the amount of the add backs pursuant to this clause (vi), shall be excluded for purposes of calculating Consolidated EBITDA for the fiscal period during which such receivables were collected); (d) minus, without duplication, the sum of the following amounts to the extent added in the calculation of Consolidated Net Income: (i) gains and write-ups on the sale of capital assets or Equity Interests and extraordinary gains; (ii) gains

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and write-ups associated with the adjustments to balance sheet entries in connection with the closing, review, and audit of the Borrower’s Fiscal Years ended June 30, 2019 and prior whether or not in connection with the investigation initiated by the Borrower’s Audit Committee; (iii) tax credits; and (iv) interest income.  For the purposes of calculating Consolidated EBITDA for any period of 12 consecutive months (each, a “Reference Period”), if at any time during such Reference Period (and after the Closing Date), the Borrower or any of its Subsidiaries shall have made a Permitted Disposition of all or substantially all of the assets or Equity Interests of a person or a line of business or division, Consolidated EBITDA for such Reference Period shall be calculated on a Pro Forma Basis.

“Consolidated EBITDAR” shall mean for any fiscal period, the sum of (a) Consolidated EBITDA for such fiscal period plus (b) Leverage Ratio Rental Expense for such fiscal period.

 “Consolidated Fixed Charges” shall mean, with respect to the Borrower and its Subsidiaries for any fiscal period, the sum of (i) Consolidated Interest Expense required to be paid in cash, (ii) scheduled amortization of principal payments on funded Indebtedness (including Capital Lease Obligations) required to be paid in cash (other than (A) “balloon” payments at maturity made with the proceeds of (I) Refinancing Indebtedness, (II) borrowings under the ABL Credit Agreement, but only if proceeds of items (I) or (III) of this definition are received and applied against the ABL Credit Agreement balance (without any permanent paydown) within 60 days of incurrence), or (III) the Disposition of capital assets secured by funded Indebtedness during the period, (B) mandatory prepayments of funded Indebtedness, (C) optional prepayments of funded Indebtedness, or (D) payments that reduce balances under the ABL Credit Agreement without a reduction in the revolving commitment), (iii) the aggregate amount of federal, provincial, territorial, state, local and foreign income or franchise taxes required to be paid in cash; (iv) [reserved], and (v) Capital Expenditures made, to the extent not financed with (w) the incurrence of Indebtedness, (x) any Equity Issuance, or (y) the Net Cash Proceeds of Dispositions of the types of assets described in the definition of Capital Expenditures or trade-in credits in respect of Dispositions of such assets during such fiscal period.

“Consolidated Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense and amortization of debt discounts in respect of any Indebtedness, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) including in respect of the ABL Credit Agreement during such period plus (ii) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).

“Consolidated Net Capital Expenditures” shall mean, for the Borrower and its Subsidiaries for any period, the sum of, without duplication, all Capital Expenditures minus Net Cash Proceeds of Dispositions of the types of assets described in the definition of Capital Expenditures or trade-in credits in respect of Dispositions of such assets during such period.

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“Consolidated Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any gain or income from the cancellation or extinguishment of Indebtedness and (iv) any Equity Interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary, but including any such earnings of such Person that are distributed in cash to the Borrower and its Subsidiaries.

“Continuing Director” shall mean (a) any member of the board of directors who was a director (or comparable manager) of the Borrower on the Closing Date, or (b) any individual who becomes a member of the board of directors of the Borrower after the Closing Date if such individual was approved, appointed or nominated for election to the board of directors of the Borrower by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the board of directors of the Borrowers in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of the Borrower and whose initial assumption of office resulted from such contest or the settlement thereof.

“Contractual Obligation” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.

“Control Account Agreement” shall mean each tri-party agreement by and among a Loan Party, the Administrative Agent and a depositary bank or securities intermediary at which such Loan Party maintains a deposit account or investment account, granting “control” over such deposit accounts and investment accounts to the Administrative Agent in a manner that perfects the Lien of the Administrative Agent under the UCC.

“Converted Term Loans” shall have the meaning assigned to such term in Section 2.1.

“Converted Term Loan Amount” shall mean the Term A-1 Loan Amounts and the Term B-1 Loan Amounts.

 “Copyright” shall have the meaning assigned to such term in the Security Agreement or the Canadian Security Agreement, as applicable.

“Copyright Security Agreement” shall mean, collectively, the Copyright Security Agreements executed by the Loan Parties owning Copyrights or licenses of Copyrights in favor of the Administrative Agent, on behalf of itself and Lenders, on or prior to the Closing Date and thereafter.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada),

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the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, concurso mercantil, insolvency, reorganization, or similar debtor relief laws of the United States, Canada, or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deed of Hypothec” shall have the meaning set forth in Section 9.12.

“Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.6(b).

“Disposition” shall mean any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers, leases, licenses (as licensor) or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person.  For purposes of clarification, “Disposition” shall include (a) the sale or other Disposition for value of any contracts, (b) any Disposition of property by operation or as a result of an LLC Division, or (c) the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification).

“Disqualified Equity Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date.

“Disqualified Institution” shall mean any Person identified in writing by the Borrower to the Administrative Agent as a "Disqualified Institution" prior to the Closing Date.

“Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

“DPA” shall mean that certain Deferred Prosecution Agreement between the United States Department of Justice and the Borrower dated April 24, 2019.

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“Driver” shall mean an operator of a motor vehicle.

“Driver Contract” shall mean any contract, agreement or arrangement between a Loan Party and a Driver for the operation of a motor vehicle owned or leased by such Loan Party.

“Driver Payables” shall mean amounts owing by a Loan Party to Drivers from time to time pursuant to a Driver Contract.

“Employee Benefit Plan” shall mean any “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and any other employee benefit plan, program, policy, agreement or arrangement, that is sponsored, maintained or contributed to (or for which there is an obligation to contribute to) by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates or with respect to which any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates has any liability, contingent or otherwise.

“Environmental Action” shall mean any written action, petition, complaint, charge, plea, demand, summons, citation, notice, directive, order, claim, litigation, hearing, inquiry, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party relating to any actual or alleged violation of Environmental Law or any Environmental Liability.

“Environmental Laws” shall mean all foreign and domestic federal, provincial, territorial, state and local laws (including common law), constitutions, treaties, conventions, statutes, rules, regulations, codes, ordinances, orders, orders-in-council, rulings, decrees, binding agreements entered into by or with any Governmental Authority, judgments, injunctions, subpoenas, mandates or directives relating in any way to the environment, preservation or reclamation of natural resources, the presence, use, production, generation, discharge, release, handling, transportation, treatment, storage, disposal, distribution, importing, labeling, testing, processing, management, Release or threatened Release of or exposure to any Hazardous Material, or to protection of human health and safety or worker health and safety including, but not limited to, the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), Safe Drinking Water Act (42 U.S.C. §300f et seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.) (“CERCLA”), Oil Pollution Act (33 U.S.C. §2701 et seq.), Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001 et seq.), Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §136 et seq.), Hazardous Materials Transportation Act (49 U.S.C. §5101 et seq.), Occupational Safety and Health Act (29 U.S.C. §651 et seq.), Endangered Species Act (16 U.S.C. §1531 et seq.), Migratory Bird Treaty Act (16 U.S.C. §703 et seq.), Bald and Golden Eagle Protection Act (16 U.S.C. §668 et seq.), National Environmental Policy Act (42 U.S.C. §4321 et seq.), each as amended, and other similar federal, provincial, territorial, state and local statutes, and any regulations promulgated thereto.  For purposes of this Agreement and the other Loan Documents, the term “Environmental Laws” shall also include, without limitation, the Mexican Ley General del Equilibrio Ecológico y la Protección al Ambiente, the Mexican Ley de Aguas Nacionales, the Mexican

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Ley General para la Prevención y Gestión Integral de los Residuos, the Mexican Ley General de Salud, and their respective regulations, as well as Mexico’s Reglamento Federal de Seguridad, Higiene y Medio Ambiente en el Trabajo, as each of the foregoing have been amended and/or supplemented or may be amended and/or supplemented from time to time.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation, remediation and other response actions, costs of administrative oversight, fines, penalties, natural resource damages, or indemnities), relating to (i) any actual or alleged violation of, or liability arising under, any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment, reclamation, recycling, or disposal of any Hazardous Materials, (iii) the presence, Release or threatened Release of or exposure to any Hazardous Materials, (iv) the presence, existence of or human exposure to asbestos, in any form at, on, under or within any Real Estate, or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Lien” shall mean any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equity Documents” shall mean the Registration Rights Agreement, the Warrant Agreement and the Warrants.

“Equity Interests” shall mean, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, or common or preferred, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” shall mean either (a) the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Equity Interests or (b) the receipt by the Borrower of any cash capital contributions.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) under common control with any Loan Party or any of its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions

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relating to Section 412 of the Code) or the meaning of Section 4001(a)(14) of ERISA.  Any former ERISA Affiliate of a Person shall continue to be considered an ERISA Affiliate of such Person within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person and with respect to liabilities arising during such period (but, for the avoidance of doubt, not after such period) for which such Person could be liable under the Code or ERISA.

“ERISA Event” shall mean (a) the occurrence of a “reportable event” described in Section 4043(c) of ERISA, for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a substantial cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan or Multiemployer Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or any Multiemployer Plan, (f) the imposition of a Lien on the assets of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to the Code or ERISA in connection with any Pension Plan or Multiemployer Plan, or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of such a Lien, (g) the partial or complete withdrawal of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan, the receipt by a Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates of any notice concerning the imposition of withdrawal liability or notification that a Multiemployer Plan is in “critical” or “endangered” status (each, within the meaning of Section 432 of the Code or Section 305 of ERISA), (h) any event or condition that results in the insolvency of a Multiemployer Plan under Section  4245 of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) a determination that any Pension Plan is, or is expected to be in “at risk status” within the meaning of Code Section 430 or Section 303 of ERISA, (k) a determination that any Multiemployer Plan is or is expected to be insolvent within the meaning of Title IV of ERISA, (l) the failure of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Pension Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA, (m) the filing of an application for a waiver of the minimum funding standards within the meaning of the Code or ERISA (including Section 412 of the Code or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (n) the failure by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates to make any required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (o) the failure by any Loan Party or any of its Subsidiaries or any of their respective ERISA

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Affiliates to pay when due (after expiration of any applicable grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA, (p) any event that results in or could reasonably be expected to result in a material liability to a Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Title I of ERISA or the excise tax provisions of the Code relating to Employee Benefit Plans, after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, or any event that results in or could reasonably be expected to result in a material liability to any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Title IV of ERISA or Section 401(a)(29) of the Code, or (q) any event or condition with respect to a Foreign Plan that, alone or together with any similar event or condition, results in or could reasonably be expected to result in an aggregate liability to any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates in excess of the Threshold Amount.

“Eurodollar Rate Loans” shall mean a Loan that bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D.  The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Event of Default” shall have the meaning assigned to such term in Section 8.1.

“Excess Cash Flow” shall mean, for the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP for any Fiscal Year, (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in determining Consolidated Net Income for such period, without duplication (A) Consolidated Interest Expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges or minus non-cash gains, minus (iii) the sum of (A) Consolidated Interest Expense paid in cash (including without limitation any original issue discount paid in cash), (B) Included Principal Payments, (C) consolidated income tax expense of the Borrower and its Subsidiaries paid in cash during such Fiscal Year, net of cash refunds received during such Fiscal Year, (D) Capital Expenditures made in cash, to the extent not financed with the incurrence of Indebtedness, any Equity Issuance or the Net Cash Proceeds of Dispositions of the types of assets described in the definition of Capital Expenditures or trade-in credits in respect of Dispositions of such assets during such fiscal period, (E) increases in Working Capital from the last day of the prior Fiscal Year to the last day of such Fiscal Year,

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and (F) investments made in captive insurance companies constituting Permitted Investments; plus (iv) decreases in the Working Capital from the last day of the prior Fiscal Year to the last day of such Fiscal Year.

“Excluded Accounts” shall mean: (a) deposit, disbursement, and securities accounts which have average daily balances over the last thirty days of $250,000 or less in the aggregate; (b) payroll accounts to the extent as of any date of determination do not contain in excess of $50,000 over the amount of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements; (c) deposit accounts subject to, and used solely in connection with, a Permitted Lien set forth in clauses (g), (h) and (i) of the definition of Permitted Liens; and (d) deposit accounts with Star Financial Bank and Regions Bank having aggregate balances for all such accounts not to exceed $225,000, to the extent such deposit accounts serve as collateral for equipment financing arrangements with such banks.

“Excluded Entities” shall mean: (a) any subsidiary that is a captive insurance company; (b) Strategic Leasing, Inc., Stinger Logistics, Inc., A R Management Services, Inc., and Jaguar Transportation, Inc.

“Excluded Equity Issuance” shall mean (a) in the event that the Borrower or any of its Subsidiaries forms any Subsidiary in accordance with this Agreement, the issuance by such Subsidiary of Equity Interests to the Borrower or such Subsidiary, as applicable, (b) the issuance of Equity Interests of the Borrower to directors, officers, employees and consultants of the Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors of the Borrower,  (c) the issuance of Equity Interests by a Subsidiary of the Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (a) and (b) above and (d) the issuance of Equity Interests in connection with the exercise of the Warrants.

“Excluded Rolling Stock” shall mean Rolling Stock for which the Loan Parties do not have a certificate of title for such Rolling Stock and do not have sufficient information to submit a duplicate title application to the applicable state; provided that, such Rolling Stock shall cease to be Excluded Rolling Stock in the event that the applicable Loan Party obtains a certificate of title or obtains sufficient information to submit a duplicate title application to the applicable state.  For purposes of this definition, the Canadian Motor Vehicles are not and will not be deemed to be Excluded Rolling Stock.

“Excluded Taxes” shall mean, with respect to any Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts

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payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 2.16) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.13(f), and (d) Taxes are imposed as a result of a failure by such Recipient to satisfy the conditions for avoiding withholding under FATCA.

“Existing Administrative Agent” shall have the meaning set forth in the recitals.

“Existing Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among the Borrower, certain subsidiaries of the Borrower, the lenders party thereto and Bank of America, N.A., as administrative agent.

“Existing Indebtedness” shall have the meaning set forth in Section 2.1.

“Existing LC Issuer” shall mean Bank of America, N.A.

“Existing Lenders” shall have the meaning set forth in the recitals.

“Existing Swing Line Lender” shall have the meaning set forth in the recitals.

“Extraordinary Receipts” shall mean any cash received by the Borrower or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.5(c)(ii) or (iii) hereof), including, without limitation, (a) foreign, United States, state or local tax refunds (including, without limitation, any payment received with respect to the IVA tax receivable in Mexico), (b) pension plan reversions, (c) proceeds of insurance (other than to the extent such insurance proceeds are (i) immediately payable to a Person that is not the Borrower or any of its Subsidiaries in accordance with applicable laws or with Contractual Obligations entered into in the ordinary course of business or (ii) received by the Borrower or any of its Subsidiaries as reimbursement for any out-of-pocket costs incurred or made by such Person prior to the receipt thereof directly related to the event resulting from the payment of such proceeds), (d) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (e) condemnation awards (and payments in lieu thereof), (f) indemnity payments (other than to the extent such indemnity payments are (i) immediately payable to a Person that is not an Affiliate of the Borrower or any of its Subsidiaries or (ii) received by the Borrower or any of its Subsidiaries as reimbursement for any costs previously incurred or any payment previously made by such Person) and (g) any purchase price adjustment received in connection with any purchase agreement.

“Fair Share” shall have the meaning set forth in Section 11.6.

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“Fair Share Contribution Amount” shall have the meaning set forth in Section 11.6.

“FATCA” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the fee letter, dated as of the date hereof, between Borrower and the Administrative Agent, as amended, supplemented or otherwise modified from time to time.

“First Period” shall have the meaning set forth in the definition of “Applicable Premium”.

“Fiscal Quarter” shall mean any fiscal quarter of the Borrower.

“Fiscal Year” shall mean any fiscal year of the Borrower ending on June 30^th (or, if changed in accordance with the terms of this Agreement, December 31^st).

“Fixed Charge Coverage Ratio” shall mean, with respect to the Borrower and its Subsidiaries for any fiscal period, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges.

“Flood Hazard Property” shall mean any Real Estate subject to a Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Flood Program” shall mean the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Foreign Plan” shall mean an Employee Benefit Plan that is maintained outside of the United States primarily for the benefit of persons substantially all of whom are nonresident aliens for U.S. federal income tax purposes.

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“Foreign Lender” shall mean any Person that is not a U.S. Person.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.2.

“Governmental Authority” shall mean the government of the United States of America or of any other nation, or any political subdivision thereof, whether provincial, territorial, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.  “Guarantee” shall also include the guaranty of each Guarantor party hereto contained in Article XI hereof.  The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” shall mean each Subsidiary of the Borrower (other than Excluded Entities), and each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement.

“Hazardous Materials” shall mean all materials, substances or wastes that are regulated by, or which could otherwise give rise to liability pursuant to, any Environmental Law, including explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants or contaminants, including petroleum or any fraction thereof, petroleum distillates, petroleum products, natural gas, natural gas liquids, asbestos or asbestos containing materials, mold, urea formaldehyde, polychlorinated biphenyls, radon gas, infectious or medical wastes (in each case, whether solid, liquid or gas).

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“Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and however and whenever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Included Principal Payments” shall mean the sum of principal repayments of funded Indebtedness (other than payments under the ABL Credit Agreement to the extent available to be re-borrowed) made during such Fiscal Year (including the principal component of any payments on Capital Lease Obligations, but excluding, without duplication (i) principal payments made during such Fiscal Year with the net cash proceeds of Equity Issuances, (ii) principal payments financed with the proceeds of Indebtedness or Refinancing Indebtedness (unless financed with Indebtedness incurred under the ABL Credit Agreement), (iii) Indebtedness repaid from proceeds received from the sale or other Disposition of Rolling Stock and other capital assets that secured the Indebtedness being repaid and actually made during such Fiscal Year and (iv) mandatory prepayments of the Loans pursuant to Section 2.5(c).

“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business on terms customary in the trade and not outstanding for more than 90 days after the date such payable was created, and other liabilities consisting of accrued salaries and benefits, accrued fuel expense, accrued purchased transportation, accrued equipment purchases and other accrued expenses, in each case, incurred in the ordinary course of business), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property

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acquired by such Person, (v) all obligations of such Person under the ABL Credit Agreement, (vi) all Capital Lease Obligations of such Person, (vii) all reimbursement obligations, to the extent drawn, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (viii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vii) above, (ix) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (x) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Interest of such Person (other than an exchange for any Qualified Equity Interest), (xi) all Off-Balance Sheet Liabilities, (xii) all Hedging Obligations and (xiii) obligations under the DPA.  The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Insolvency Proceeding” shall mean any proceeding commenced by or against any Person under any Debtor Relief Laws.

“Intellectual Property” shall have the meaning assigned to such term in the Security Agreement or the Canadian Security Agreement, as applicable.

“Intercompany Note” shall mean that certain Global Intercompany Note, by and among the Borrower and the other Loan Parties, in form and substance satisfactory to the Administrative Agent.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the Closing Date, by and between the Administrative Agent and the ABL Administrative Agent, and acknowledged and agreed to by the Loan Parties, as amended, supplemented or otherwise modified from time to time.

“Interest Payment Date” shall mean, with respect to the Loans, the last Business Day of each month and the Maturity Date.

“Interest Period” shall mean as to each Eurodollar Rate Loan, the period commencing (A) initially on the Closing Date and ending on September 30, 2019 and  (B) the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date that is three months thereafter; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last

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Business Day of the calendar month at the end of such Interest Period, and (iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Interest Reserve Account” shall mean a deposit account of the Administrative Agent maintained at KeyBank, N.A.

“Interest Reserve Amount” shall mean an amount equal to $7,000,000, deposited by the Borrower (or its designee) on the Closing Date in the Interest Reserve Account pursuant to Section 2.6(e).

“Interest Reserve Release Date” shall mean each Interest Payment Date until the Interest Reserve Account has been exhausted.

“Investment” shall mean, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment.

“Laws” means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Lender” shall mean, at any time of determination, the Lender in the Lead Lender Group that holds the largest Pro Rata Share of all Lenders in the Lead Lender Group so long as the members of the Lead Lender Group have an aggregate Pro Rata Share at such time in excess of 50%.

“Lead Lender Group” shall mean, as of the Closing Date, collectively, the Lenders party hereto that are Affiliates of Blue Torch.

“Lease Adjusted Leverage Ratio” shall mean, for any fiscal period, the ratio of Lease Adjusted Debt, as determined on the last day of such period, to Consolidated EBITDAR for such period.

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“Lease Adjusted Debt” shall mean (a) the sum, without duplication, of Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis, plus (b) the Operating Lease Amount, minus (c) to the extent constituting Indebtedness, obligations under the DPA.

“Lenders” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“Leverage Ratio Rental Expense” shall mean, for any fiscal period, the consolidated rental expense of the Borrower and its Subsidiaries during such period incurred under long-term financing of Rolling Stock entered into after the date hereof and accounted for as an operating lease under this Agreement.

“LIBOR” shall mean, (i) with respect to any Eurodollar Rate Loan for any Interest Period, the London interbank offered rate as calculated by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) and obtained through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Bloomberg (or on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “Screen Rate”), or a comparable or successor rate that has been approved by the Administrative Agent, at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; or (ii)  if the Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to Dollars, then the Adjusted LIBOR Rate shall be the Interpolated Rate at such time.  “Interpolated Rate” shall mean, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate is available for Dollars) that exceeds the Impacted Interest Period, in each case, at such time. If the rates referenced in the preceding clauses (i) and (ii) are not available, the LIBOR Rate shall be the rate per annum equal to the quotation rate offered to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loans as determined by the Administrative Agent. Notwithstanding anything herein to the contrary, if “LIBOR” shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of any of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

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“Lien Vehicle Documentation” shall mean all instruments, information and documentation (including without limitation all available certificates of title or ownership) necessary to enable the Administrative Agent or the Administrative Agent’s designee to file, in each office in each jurisdiction which the Lead Lender (or if there is no Lead Lender, the Required Lenders) shall deem reasonably necessary to perfect the Administrative Agent’s Liens on Vehicles designated by the Lead Lender (or if there is no Lead Lender, the Required Lenders), applications for certificates of title or ownership (and any other necessary documentation) indicating the Administrative Agent’s first priority Lien on such Vehicle covered by such certificate.

“Liquidity” shall mean, at any applicable time, the sum of (a) Undrawn Availability plus (b) Qualified Cash.

“LLC Division” shall mean the division of a limited liability company into two or more limited liability companies, with the dividing company continuing or terminating its existence as a result, whether pursuant to the laws of any applicable jurisdiction or otherwise.

“Loan Documents” shall mean, collectively, this Agreement, the Collateral Documents, the Intercreditor Agreement, the Title Processor Agreement, the Reaffirmation Agreement, the Intercompany Note, the Fee Letter, all Notices of Borrowing, all Notes, all Compliance Certificates, all UCC and PPSA financing statements, all stock powers, any promissory notes issued hereunder and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.  For the avoidance of doubt, the Equity Documents are not Loan Documents.

“Loan Parties” shall mean the Borrower and the Guarantors.

“Loan Party Insolvency” shall have the meaning set forth in Section 10.4(h).

“Loans” shall mean all Term Loans.

“LTV Percentage Calculation” shall mean, as of any date of determination, the percentage obtained by dividing (i) the aggregate outstanding principal amount of the Term A Loan by (ii) the net orderly liquidation value of the Borrower's and its Subsidiaries' Rolling Stock that is subject to a perfected first priority Lien in favor of the Administrative Agent and the fair market value of the owned Real Estate of the Borrower and its Subsidiaries that is subject to a perfected first priority Lien in favor of the Administrative Agent, in each case, set forth in the 2019 Appraisals and the 2020 Appraisals, as applicable.

“Luminus” shall mean Luminus Management LLC and its Affiliates and Approved Funds.

“Make-Whole Amount” shall mean in the case of any Applicable Premium Trigger Event, as of the date of the occurrence of any such Applicable Premium Trigger Event on or before the 12-month anniversary of the Closing Date, an amount equal to (a) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) (calculated in

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each case at the rate of interest in effect on the date of the Applicable Premium Trigger Event) which would have otherwise been payable on the aggregate principal amount of the Term Loan paid (or deemed prepaid in the case of an acceleration of the Loans) on such date from the date of the occurrence of such Applicable Premium Trigger Event until the 12-month anniversary of the Closing Date, minus (b) the aggregate amount of interest Lenders would earn if the prepaid or reduced principal amount were reinvested for the period from the date of prepayment or reduction until the 12-month anniversary of the Closing Date at the Treasury Rate.

“Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, properties or liabilities (actual or contingent) of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to pay the Obligations or to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent and/or the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

“Material Contract” shall mean (a) any customer contract, which in the aggregate accounts for 5% or greater of the aggregate annual revenue of the Borrower and its Subsidiaries as a whole and (b) each contract or agreement, the loss of which could reasonably be expected to result in a Material Adverse Effect.

“Material Indebtedness” shall mean any Indebtedness and Hedging Obligations of the Borrower or any of its Subsidiaries, individually or in an aggregate principal amount exceeding $500,000 or as otherwise agreed to in writing by the Lenders, and Indebtedness under the ABL Credit Agreement.  For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

“Maturity Date” shall mean the earlier of (i) July 31, 2022, or (ii) the date on which the principal amount of all outstanding Term Loans have been declared or automatically have become due and payable (whether by acceleration or otherwise).

“Mexican Collateral Documents” shall mean (i) each Mexican law governed document set forth on Schedule 1.1(b) hereto, and (ii) each other Mexican law governed document executed by applicable Loan Parties and delivered in accordance with applicable law to grant a valid, perfected security interest in any property as collateral for the Obligations.

“Mexican Loan Party” shall mean any Loan Party organized in Mexico or a jurisdiction located within Mexico.

“Mexico” shall mean the United Mexican States.

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“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean each mortgage, debenture, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or other real estate security document delivered by any Loan Party to the Administrative Agent, all in form and substance satisfactory to the Lead Lender (or if no Lead Lender, the Required Lenders) and the Administrative Agent.

“Mortgage Documents” shall mean such title reports, title searches, copies of title documents, Title Policies, Surveys, evidence of zoning compliance, property insurance, flood certifications and flood insurance, opinions of local counsel licensed in the jurisdiction of the Mortgaged Properties, appraisals, environmental assessments and reports, mortgage tax affidavits and declarations and other similar information and related certifications as requested by, and in form and substance reasonably acceptable to, the Administrative Agent or Lenders from time to time.

“Mortgaged Property” shall mean any Real Estate subject to any Mortgage, including, without limitation, those set forth on Schedule 1.1(e).

“Multiemployer Plan” shall mean any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA which is subject to the provisions of Title IV or Section 302 of ERISA and to which any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates makes or is obligated to make contributions or, during the preceding five plan years, has made or been obligated to make such contributions.

“Net Cash Proceeds” shall mean, with respect to (a) Extraordinary Receipts, or (b) sale or Disposition or receipt of insurance or casualty awards in respect of any assets, all cash proceeds received (which, for the avoidance of doubt, shall not include trade-in credit), net of (x) commissions and other reasonable and customary sale preparation, collection costs, transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower or any of its Subsidiaries in connection therewith (in each case, to the extent paid to non-Affiliates of the Borrower and its Subsidiaries), reserves for indemnities required under the definitive documentation governing such transaction (until such reserves are no longer needed) and tax obligations paid, accrued, or associated with the transactions generating such proceeds, and (y) any portion of such proceeds equal to the amount required to be and actually applied to pay Permitted Indebtedness that is secured by the asset sold or disposed (to the extent those same proceeds were used to pay such Permitted Indebtedness).

“Net Mark-to-Market Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair

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market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

 “Note” shall have the meaning assigned to such term in Section 2.4(b).

 “Obligations” shall mean (a) all amounts owing by the Loan Parties to the Administrative Agent, any Lender or any other Secured Party, pursuant to or in connection with this Agreement or any other Loan Document, including, without limitation, all principal, premium (including the Applicable Premium), interest (including any interest accruing after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, premium and fees are allowed claims in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all reasonable fees and expenses of counsel to the Administrative Agent and any other Secured Party incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder and (b) all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, together with all renewals, extensions, modifications or refinancings of any of the foregoing.

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.  For the avoidance of doubt, Off-Balance Sheet Liabilities do not include operating leases of Rolling Stock, Real Estate and equipment, or licenses of software or intellectual property, in each case entered into in the ordinary course of business consistent with past practice.

“Operating Lease Amount” shall mean, as of any date for the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP, an amount equal to the present value of all future lease payments due (including monthly payments and residual value obligations under “TRAC” leases) under operating leases included in Leverage Ratio Rental Expense used for determining Consolidated EBITDAR for the relevant period, using a discount rate equal to the weighted average cost of capital embedded in such leases.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected

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a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean any and all present or future stamp, transfer, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made hereunder or under any other Loan Document or from the execution, delivery, performance or enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” shall have the meaning assigned to such term in Section 10.4(d).

“Patent” shall have the meaning assigned to such term in the Security Agreement or the Canadian Security Agreement, as applicable.

“Patent Security Agreement” shall mean, collectively, the Patent Security Agreements executed by the Loan Parties owning Patents or licenses of Patents in favor of the Administrative Agent, on behalf of itself and Lenders, on or prior to the Closing Date and thereafter.

“PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).

“Payment Account” shall mean the account designated from time to time in writing as the “Payment Account” by the Administrative Agent to the Borrower and the Lenders.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

“Pension Plan” shall mean any “employee benefit pension plan” within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, that (i) is subject to the provisions of Title IV or Section 302 of ERISA or the minimum funding standards under Section 412 or Section 430 of the Code and (ii) is sponsored, maintained, or contributed to (or for which there is an obligation to contribute to) by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates or  to which any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates has any liability, contingent or otherwise, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Perfection Certificate” shall mean a certificate in form and substance satisfactory to the Administrative Agent providing information with respect to the property of each Loan Party.

“Permits” shall mean all permits, licenses, certificates, approvals, consents, notices, waivers, franchises, registrations, filings, accreditations, or other similar authorizations required by any law or Governmental Authority.

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 “Permitted Dispositions” shall mean a Disposition that is:

(a)          a sale or Disposition of assets (including Equity Interests of Subsidiaries), provided that (i) the net book value of all such assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000 in the aggregate, (ii) such sale or Disposition is for at least fair market value, and (iii) at least 75% of the consideration received in such sale or Disposition is in the form of cash or trade credit for similar assets,

(b)          a Disposition of inventory in the ordinary course of business (including sale of equipment, parts, fuel and other inventory to independent contractors),

(c)          the termination or expiration of any lease or license of real or personal or intellectual property that is not necessary for the ordinary course of business and could not reasonably be expected to have a Material Adverse Effect,

(d)          use or transfer of money or Cash Equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents,

(e)          Dispositions of Rolling Stock (i) consistent with the Borrower’s capital plan or otherwise in the ordinary course of business or (ii) substantially contemporaneously with the acquisition of replacement Rolling Stock,

(f)          the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(g)          the granting of Permitted Liens,

(h)          the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof (which, for the avoidance of doubt, shall include participation in customer sponsored quick pay programs),

(i)          any involuntary loss, damage, or destruction of property,

(j)          any involuntary condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, or confiscation of the requisition of use of property,

(k)          the leasing or subleasing of assets of any Loan Party in the ordinary course of business (including without limitation in connection with leases of tractors to independent contractors),

(l)          the sale, pledge, issuance, or other transfer of Equity Interests of  Borrower permitted by Section 7.12,

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(m)          (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lenders,

(n)          the making of Permitted Investments,

(o)          the transfer of assets from any Loan Party or its Subsidiaries to a Loan Party,

(p)          [reserved],

(q)          [reserved],

(r)          the making of Restricted Payments permitted hereunder, or

(s)          any Specified Disposition to the extent (i) such Disposition is made at least for the value disclosed to and approved by the Administrative Agent in writing on or prior to the Closing Date for such Specified Disposition and (ii) at least 75% of the consideration received in such sale or Disposition is in the form of cash and/or assumption of Indebtedness, lease obligations, or other liabilities.

“Permitted Indebtedness” shall mean:

(a)          Indebtedness evidenced by the Agreement or the other Loan Documents,

(b)          unsecured guarantees with respect to Indebtedness of the Borrower or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness,

(c)          (i) Indebtedness of the Borrower or any Subsidiary, including guarantees by Loan Parties thereof, incurred to finance the acquisition, construction or improvement of Rolling Stock and other tangible personal or real property, including Capitalized Lease Obligations, which can be secured solely within the limitations set forth in clause (e) of the definition of Permitted Liens, and any Indebtedness assumed in connection with the acquisition of any such assets, which was not incurred in contemplation of such acquisition, which can be secured to the extent secured by a Lien on any such assets prior to the acquisition thereof; provided that any such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements, and that the aggregate amount of all such Indebtedness shall not exceed $350,000,000 at any time outstanding; and (ii) Refinancing Indebtedness with respect to the foregoing,

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(d)          the incurrence by the Borrower or its Subsidiaries of Indebtedness in connection with Hedging Transactions permitted by Section 7.17,

(e)          Indebtedness in respect of the ABL Credit Agreement in an amount not to exceed the "Maximum ABL Obligations" (as defined in the Intercreditor Agreement), so long as such Indebtedness is subject to the Intercreditor Agreement,

(f)          (i) Obligations under the DPA; and (ii) Obligations under the Borrower’s consent to a final judgement with the SEC entered into April 24, 2019,

(g)          Indebtedness existing on the Closing Date set forth on Schedule 7.1 and any Refinancing Indebtedness thereof,

(h)          Obligations under operating leases to the extent included in the definition of Indebtedness,

(i)          to the extent constituting Indebtedness, contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Loan Party incurred in connection with the consummation of any Permitted Disposition or any Disposition occurring prior to the Closing Date,

(j)          Indebtedness in respect of property, casualty, liability, or other insurance covering any Loan Party or any of its Subsidiaries or any of their respective directors and officers in their capacities as such, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the policy year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such policy year,

(k)          Indebtedness among the Borrower and its Subsidiaries constituting a Permitted Investment (for the avoidance of doubt, including intercompany loans qualifying as Permitted Investments); provided that any intercompany loans shall be evidenced by the Intercompany Note, which shall be delivered to the Administrative Agent as security for the Obligations,

(l)          unsecured Indebtedness incurred in respect of netting services, overdraft protection and other like cash management services, in each case, incurred in the ordinary course of business,

(m)          accrual of interest and, subject to the limitations in the Intercreditor Agreement with respect to the ABL Credit Agreement, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that is otherwise permitted hereunder,

(n)          Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards or commercial cards

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(including so called “purchase cards”, “procurement cards”, or “p cards”), in each case, to the extent such obligations are repaid within 60 days of incurrence,

(o)          Indebtedness of any Loan Party incurred in connection with the issuance of letters of credit on behalf of such Loan Party incurred in the ordinary course of business, provided that the aggregate amount of such letters of credit shall not exceed $35,000,000 at any time,

(p)          Subordinated Indebtedness in an aggregate amount not exceeding $5,000,000 at any time outstanding,

(q)          to the extent constituting Debt, obligations under the Capacity Solutions/Denver LTL Agreement between certain Loan Parties and the purchaser of Borrower’s “Logistics” business line as in effect on the Closing Date,

(r)          to the extent constituting Debt, any obligations for the payment of money relating to the Borrower’s delinquent excise taxes disclosed in writing to the Administrative Agent on or prior to the Closing Date in a principal amount not exceeding $2,500,000 plus interest, and

(s)          Debt owed to a wholly-owned Subsidiary serving as a captive insurance company in respect of claims paid by such captive insurance company that would otherwise be paid by the applicable insured Loan Party.

“Permitted Investments” shall mean:

(a)          Investments in cash and Cash Equivalents,

(b)          Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,

(c)          advances made in connection with purchases of goods or services in the ordinary course of business,

(d)          Investments consisting of extensions of trade credit in the ordinary course of business,

(e)          Investments in the nature of accounts receivables or notes receivables in the ordinary course of business received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries,

(f)          Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule 7.9 to this Agreement,

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(g)          guarantees to the extent permitted under the definition of Permitted Indebtedness,

(h)          Investments of the Borrower in any Subsidiary that is a Loan Party at such time, and Investments of any Subsidiary in the Borrower or in another Subsidiary that is a Loan Party at such time, so long as the recipient (other than the Borrower) of any such Investment has Guaranteed the Obligations and complied with the requirements of Section 5.11 and Section 5.12,

(i)          Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,

(j)          Investments in connection with Hedging Transactions permitted by Section 7.17,

(k)          [reserved],

(l)          Deposits of cash made in the ordinary course of business to secure performance of operating leases,

(m)          loans and advances to employees of the Borrower or any of its Subsidiaries in the ordinary course of business for any business purpose not to exceed $500,000 in the aggregate at any one time outstanding,

(n)          payroll/settlement, fuel, maintenance, and similar advances to drivers (including owner operators), consultants or other service providers to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes,

(o)          Investments arising due to lease-purchase programs for trucks, entered into with owner-operators in the ordinary course of business,

(p)          Investments made in captive insurance subsidiaries in an amount not to exceed the minimum amount of capitalization required pursuant to regulatory capital requirements; provided that once such amount reaches $5,000,000, and, thereafter, upon each increase of such amount by increments of $2,500,000 (i.e. $7,500,000, $10,000,000, etc.), the Borrower shall provide to the Administrative Agent a reasonably detailed description of the increased capital requirements; provided further, that notwithstanding anything herein to the contrary, Investments in captive insurance subsidiaries may only be made pursuant to this clause (p),

(q)          loans and advances for driver education or training made in the ordinary course of business,

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(r)          loans and advances in the ordinary course of business to any owner operator or similar individual performing services for the Borrower or any of its Subsidiaries to finance the purchase or lease or repair of equipment not to exceed $500,000 in the aggregate at any one time outstanding, and

(s)          other Investments not to exceed $250,000 in the aggregate amount outstanding at any time.

“Permitted Liens” shall mean

(a)          Liens granted to, or for the benefit of, the Administrative Agent to secure the Obligations,

(b)          Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet due, or (ii) do not have priority over the Administrative Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,

(c)          judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 8.1(k) of the Agreement,

(d)          Liens existing on the date hereof and any renewals or extensions thereof in respect of Refinancing Indebtedness,

(e)          purchase money Liens upon or in Rolling Stock or other tangible personal or real property to secure the purchase price or the cost of construction or improvement of such assets (including Liens securing any Capitalized Lease Obligations) or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such assets; provided that (i) such Lien secures Indebtedness permitted by clause (c) of the definition of Permitted Indebtedness, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset (except proceeds of the asset financed or de minimis assets relating thereto and customary cross-collateralization provisions in secured financing or leases supplied by a single financial institution or its affiliates, pursuant to which the lien of the single financial institution may extend to all assets financed by such financial institution); and (iv) the Indebtedness secured thereby does not exceed the lesser of fair market value and the cost of acquiring, constructing, improving, and placing into service such fixed or capital assets,

(f)          Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,

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(g)          Liens on amounts deposited to secure the Borrower’s and its Subsidiaries obligations in connection with worker’s compensation or other unemployment insurance,

(h)          Liens on amounts deposited to secure the Borrower’s and its Subsidiaries’ obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money,

(i)          Liens on amounts deposited to secure the Borrower’s and its Subsidiaries’ reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business,

(j)          with respect to any Real Estate, easements, rights of way, and zoning restrictions that do not secure any monetary obligations and do not, (i) to the extent arising after the Closing Date, materially detract from the value of the affected Real Estate or (ii) interfere with or impair the use or operation thereof,

(k)          with respect to Real Estate located in Canada (collectively, the “Canadian Real Property”), each of the following Liens to the extent they do not materially interfere with or impair the use or operation thereof: (i) reservations, limitations, provisos and conditions expressed in the original Crown patent, unpatented mining claims and native land claims, in each case as they apply to the Canadian Real Property, (ii) registered easements for the supply of utilities or telephone services to the Canadian Real Property and for drainage, storm or sanitary sewers, public utility lines, telephone lines, cable television lines or other services; (iii) unregistered easements, rights-of-way and other similar rights for the supply of utilities or telephone services to the Canadian Real Property; (iv) registered agreements with governmental authorities or public utility or hydro commissions including development agreements, site plan agreements, subdivision agreements and other similar agreements; (v) the provisions of applicable laws, including by-laws, regulations, airport zoning regulations, ordinances and similar instruments relating to development and zoning; and (vi) any minor encroachments by any structure located on the Canadian Real Property onto any adjoining lands and any minor encroachment by any structure located on adjoining lands onto the Canadian Real Property provided such encroachments do not affect the marketability of such Canadian Real Property,

(l)          Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness,

(m)          Liens in respect of the ABL Credit Agreement on Collateral so long as such Liens are subject to the Intercreditor Agreement,

(n)          non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

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(o)          rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business,

(p)          Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness,

(q)          Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods,

(r)          Liens on cash collateral to securing Indebtedness permitted pursuant to clause (o) of the definition of Permitted Indebtedness in an aggregate amount not to exceed 105% of the face amount of all such letters of credit permitted thereunder;

(s)          Liens arising under operating leases to the extent covering the leased property and proceeds thereof, and

(t)          Other Liens not described above and securing amounts not to exceed $250,000 at any one time outstanding.

“Permitted Protests” shall mean the right of the Borrower or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), Taxes (other than payroll taxes or Taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on such Borrower’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by the Borrower or its Subsidiary, as applicable, in good faith, and (c) the Lead Lender (or if there is no Lead Lender, the Required Lenders) is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Administrative Agent’s Liens.

“Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

 “PPSA” shall mean the Personal Property Security Act (Ontario) and the personal property security legislation in each province or territory in Canada including, without limitation, the Civil Code in the Province of Quebec, together with all rules, regulations and interpretations thereunder, as such legislation may be amended or replaced from time to time.

“Prime Rate” shall mean the rate of interest per annum which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal; each change in the Prime Rate shall be effective from and including the date such change is announced as being effective.

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“Pro Forma Basis” shall mean, for purposes of calculating the financial covenants set forth in Article VI or compliance with any covenants referencing such financial covenants, that any Disposition of all or substantially all of the assets or Equity Interests of a Person or line of business or division shall be deemed to have occurred as of the first day of the most recent four Fiscal Quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 5.1(a) (but in the case of the financial covenants set forth in Article VI, only to the extent such Disposition occurs prior to the last day of the applicable four Fiscal Quarter period).  In connection with the foregoing, with respect to any Disposition or Acquisition (i) income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) any Indebtedness incurred or assumed or repaid by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction (A) shall be deemed to have been incurred or repaid as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Rata Share” shall mean with respect to any Lender at any time, a percentage, the numerator of which shall be such Lender’s portion of the principal amount of the Term Loans, and the denominator of which shall be the aggregate principal amount of all Term Loans of all Lenders.

“Projections” shall mean the Borrower’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with the Borrower’s historical financial statements and, after the Restatement Effective Date, in accordance with GAAP, together with appropriate supporting details and a statement of underlying assumptions.

“Protective Advances” shall have the meaning set forth in Section 2.7.

“Qualified Cash” shall mean, as of any date of determination, the aggregate amount of unrestricted cash on-hand of the Loan Parties maintained in deposit accounts in the United States and Canada in the name of a Loan Party as of such date, which deposit accounts are subject to Control Account Agreements in favor the Administrative Agent.  For the avoidance of doubt, Qualified Cash does not include cash in the Interest Reserve Account.

“Qualified Equity Interest” shall mean and refers to any Equity Interests issued by the Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest.

“Quebec Personal Property Cap Amount” shall have the meaning assigned to such term in Section 4.27.

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“Reaffirmation Agreement” shall mean that certain Reaffirmation Agreement, dated as of the Closing Date, by and among the Borrower and the Guarantors, as amended, supplemented or otherwise modified from time to time.

“Real Estate” shall mean all real property owned or leased by the Borrower and its Subsidiaries.

“Real Estate Leases” shall have the meaning assigned to such term in Section 4.21(b).

“Recipient” shall mean, as applicable, (a) the Administrative Agent or (b) any Lender.

“Refinancing Indebtedness” shall mean refinancings, renewals or extensions of Indebtedness so long as:

(a)          such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,

(b)          such refinancings, renewals, or extensions do not result in a (i) shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) or (ii) shortening of the final stated maturity, in each case, of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders,

(c)          if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness,

(d)          the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended and other Loan Parties (but such guarantees may not be secured other than to the extent permitted by clause (e) below), and

(e)          if the Indebtedness that is refinanced, renewed, or extended was secured, such Refinancing Indebtedness is only secured by the same assets as such Indebtedness being refinanced, renewed or extended; provided that, with respect to Refinancing Indebtedness of Indebtedness permitted by clause (c), (g), and (h) of the definition of Permitted Indebtedness, such Refinancing Indebtedness may also be secured pursuant to customary cross-collateralization provisions in secured financings or leases supplied by a single financial institution or its affiliates,

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pursuant to which the lien of the single financial institution may extend to all assets financed by such financial institution.

“Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of the date hereof, by and among the Borrower and the other parties identified therein, as amended, supplemented or otherwise modified from time to time.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective managers, administrators, trustees, partners, investors, directors, officers, employees, agents, advisors, sub-advisors or other representatives of such Person and such Person’s Affiliates.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pumping, pouring, emptying, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, or fixture (including the abandonment of drums, barrels, containers and other receptacles containing any Hazardous Material).

“Remedial Action” shall mean all actions taken to (a) clean up, remove, remediate, decontaminate, contain, treat, monitor, assess, evaluate, or in any way respond to or address Hazardous Materials in the indoor or outdoor environment, (b) prevent, cure or mitigate a Release or threatened Release of Hazardous Materials, (c) restore or reclaim natural resources or the environment, (d) perform any studies, investigations, inspections, monitoring, assessment, audit, sampling or testing or laboratory or other analysis or evaluation relating to Hazardous Materials, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws or the applicable Governmental Authority.

 “Replacement Rate” has the meaning specified therefor in Section 2.9(a).

“Required Lenders” shall mean, at any time, Lenders whose aggregate Pro Rata Shares exceed 50%.

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“Required LTV Percentage Calculation” shall mean, as of any date of determination, as applicable, (i) the percentage obtained by dividing (x) the aggregate outstanding principal amount of the Term A Loan by (y) the sum of (A) 50% of the fair market value of the owned Real Estate of the Borrower and its Subsidiaries that is subject to a perfected first priority Lien in favor of the Administrative Agent and (B) 60% of the net orderly liquidation value of the Rolling Stock of the Borrower and its Subsidiaries that is subject to a perfected first priority Lien in favor of the Administrative Agent, in each case, as set forth in the 2019 Appraisals and (ii) the percentage obtained by dividing (x) the aggregate outstanding principal amount of the Term A Loan by (y) the sum of (A) 50% of the fair market value of the owned Real Estate of the Borrower and its Subsidiaries that is subject to a perfected first priority Lien in favor of the Administrative Agent and (B) 60% of the net orderly value of the Rolling Stock of the Borrower and its Subsidiaries that is subject to a perfected first priority Lien in favor of the Administrative Agent, in each case, as set forth in the 2020 Appraisals.

“Required Prepayment Date” shall have the meaning assigned to such term in Section 2.5(g).

“Requirement of Law” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, chief accounting officer, vice president of finance, or secretary of the Borrower or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Lead Lender (and if no Lead Lender, the Required Lenders); and, with respect to the financial covenants only, the chief financial officer or the treasurer of the Borrower.

“Restatement Effective Date” shall mean the date on which the Borrower files with the Securities and Exchange Commission the forms required under the Securities Exchange Act to bring its filings current through the then most recent fiscal year end reporting period (it being understood that certain historical periods may be omitted to the extent permitted by SEC rules or guidance).

“Restricted Payment” shall mean (a) the declaration or payment of any dividend or other distribution, direct or indirect, on account of any Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, together with any payment or distribution pursuant to a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, (b) the making of any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Loan Party or any direct or indirect parent of any

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Loan Party, now or hereafter outstanding, (c) the making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Equity Interests of any Loan Party, now or hereafter outstanding, (d) the return of any Equity Interests to any shareholders or other equity holders of any Loan Party or any of its Subsidiaries, or make any other distribution of property, assets, shares of Equity Interests, warrants, rights, options, obligations or securities thereto as such or (e) the payment of any management, consulting, monitoring or advisory fees or any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to any management, consulting, monitoring, advisory or other services agreement to any of the shareholders or other equityholders of any Loan Party or any of its Subsidiaries or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party, but excluding payment of bona fide intercompany expenses among the Loan Parties and their Subsidiaries in the ordinary course of business consistent with past practices (which shall include premium payments to a wholly-owned captive insurance company).

“Retained ECF Amount” shall mean, for any Fiscal Year, the amount of Excess Cash Flow for such Fiscal Year multiplied by the difference of (x) 100%, minus (y) the Applicable ECF Percentage for such Fiscal Year.  Notwithstanding anything to the contrary herein, prior to any application of the Retained ECF Amount for any purpose under this Agreement, all required prepayments for the applicable Fiscal Year pursuant to Section 2.5 shall have been made.

“Rolling Stock” shall mean all trucks, tractors, trailers, service vehicles, automobiles and other mobile equipment owned or held under Capital Lease Obligations by the Borrower, the Guarantors and their Subsidiaries.

“S&P” shall mean Standard & Poor’s Rating Group, a division of Standard & Poor’s Financial Services LLC.

“Sale and Leaseback Transaction” shall mean, with respect to the Borrower or any of its Subsidiaries, any arrangement, directly or indirectly, with any Person whereby the Borrower or any of its Subsidiaries shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctioned Country” shall mean, at any time, a country or territory that is the subject or target of any Sanctions that broadly prohibit dealings with that country or territory (which, as of the Closing Date, include Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Sectoral Sanctions Identification List, and any other Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, Germany, Canada, Australia, or other relevant

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sanctions authority, (b) a Person that resides in, is organized in or located in, or has a place of business in, a Sanctioned Country, or a Person that owns 50% or more of the Equity Interests of, or is otherwise controlled by, or is acting on behalf of, one or more Sanctioned Persons, (c) any Person with whom or with which a U.S. Person is prohibited from dealing under any of the Sanctions, or (d) any Person owned or controlled by any Person or Persons described in clause (a) or (b).

“Sanctions” shall mean all applicable law concerning or relating to economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by OFAC, the U.S. Department of State, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority.

“Second Period” shall have the meaning set forth in the definition of “Applicable Premium”.

“Secured Obligations” shall mean the Obligations.

“Secured Parties” shall mean the (i) Administrative Agent, (ii) the Lenders, (iii) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (iv) the successors and assigns of each of the foregoing.

“Security Agreement” shall mean the Security and Pledge Agreement, dated as of December 12, 2014, made by the Borrower and certain of its Subsidiaries in favor of the Existing Administrative Agent (as predecessor to the Administrative Agent) for the benefit of the Secured Parties, as amended, supplemented or otherwise modified from time to time.

“Settlement Date” shall mean the date on which any Term Loans are repaid, prepaid or have become or are declared accelerated pursuant to Article VIII or otherwise or that have otherwise become due and payable pursuant to this Agreement.

“Solvent” shall mean, with respect to any Person on a particular date, giving effect to all contribution rights of such Person arising under the Security Agreement, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including subordinated and contingent liabilities, of such Person; (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and liabilities, including subordinated and contingent liabilities as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of contingent liabilities (such as litigation, guarantees and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability.

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“Specified Dispositions” shall mean each sale, lease, or other Disposition set forth on Schedule 1.1(c) hereto.

“Subordinated Indebtedness” shall mean Indebtedness of any Loan Party the terms of which (including, without limitation, payment terms, interest rates, covenants, remedies, defaults and other material terms) are satisfactory to the Administrative Agent and the Required Lenders and which has been expressly subordinated in right of payment to all Indebtedness of such Loan Party under the Loan Documents by the execution and delivery of a subordination agreement, in form and substance satisfactory to the Administrative Agent and the Required Lenders.

“Subsidiary” shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.  Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

“Survey” shall mean a real estate survey with respect to applicable Real Estate, with the surveyors retained for such surveys, the scope of the surveys, and the results thereof, acceptable to the Administrative Agent.

“Synthetic Lease” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended, and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, and (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges of whatever nature, imposed or collected by or on behalf of any Governmental Authority, including any interest, charges, additions to tax or penalties applicable thereto.

“Term A Lenders” shall mean the Term A-1 Lenders and Term A-2 Lenders.

“Term A Loan” shall mean the Term A-1 Loans and the Term A-2 Loans.

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“Term A-1 Lender” shall mean, (a) at any time on or prior to the Closing Date, any Lender that has a Term A-1 Loan Amount at such time and (b) thereafter, any Lender that holds a Term A-1 Loan at such time.

“Term A-1 Loan” shall have the meaning assigned to such term in Section 2.1.

“Term A-1 Loan Amount” shall mean, with respect to each Lender, the obligation of such Lender to convert its portion of the Existing Indebtedness to a Term A-1 Loan hereunder on the Closing Date, in a principal amount not exceeding the amount set forth on Schedule 1.1(d) hereto.

“Term A-2 Lender” shall mean, (a) at any time on or prior to the Closing Date, any Lender that has a Term A-2 Commitment at such time and (b) thereafter, any Lender that holds a Term A-2 Loan at such time.

“Term A-2 Loan” shall have the meaning assigned to such term in Section 2.1.

“Term A-2 Loan Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make a Term A-2 Loan hereunder on the Closing Date, in a principal amount not exceeding the amount set forth on Schedule 1.1(d) hereto.

“Term B Lenders” shall mean the Term B-1 Lenders and Term B-2 Lenders.

“Term B Loan” shall mean the Term B-1 Loans and the Term B-2 Loans.

“Term B-1 Lender” shall mean, (a) at any time on or prior to the Closing Date, any Lender that has a Term B-1 Loan Amount at such time and (b) thereafter, any Lender that holds a Term B-1 Loan at such time.

“Term B-1 Loan” shall have the meaning assigned to such term in Section 2.1.

“Term B-1 Loan Amount” shall mean, with respect to each Lender, the obligation of such Lender to convert its portion of the Existing Indebtedness to a Term B-1 Loan hereunder on the Closing Date, in a principal amount not exceeding the amount set forth on Schedule 1.1(d) hereto.

“Term B-2 Lender” shall mean, (a) at any time on or prior to the Closing Date, any Lender that has a Term B-2 Commitment at such time and (b) thereafter, any Lender that holds a Term B-2 Loan at such time.

“Term B-2 Loan” shall have the meaning assigned to such term in Section 2.1.

“Term B-2 Loan Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make a Term B-2 Loan hereunder on the Closing Date, in a principal amount not exceeding the amount set forth on Schedule 1.1(d) hereto.

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“Term Lenders” shall mean the Term A Lenders and Term B Lenders.

“Term Loans” shall mean, collectively, the Term A-1 Loan, the Term A-2 Loan, the Term B-1 Loan and the Term B-2 Loan.

 “Term Priority Collateral” has the meaning set forth in the Intercreditor Agreement.

“Third Period” shall have the meaning set forth in the definition of “Applicable Premium”.

“Threshold Amount” shall mean $500,000.

“Title Policy” or “Title Policies” shall mean a mortgagee’s loan policy, in form and substance satisfactory to the Administrative Agent, together with all endorsements made from time to time thereto, issued to the Administrative Agent by or on behalf of a title insurance company selected by or otherwise satisfactory to the Administrative Agent, insuring the Lien created by a Mortgage in an amount and on terms and with such endorsements satisfactory to the Administrative Agent, delivered to the Administrative Agent.

“Title Processor” shall have the meaning assigned to it in Section 5.15.

“Title Processor Agreement” shall mean that certain Titling and Title Storage Professional Services Agreement, dated as of the Closing Date, by and between the Borrower, the Agent and HCH Transportation Advisors, Inc., as amended, supplemented or otherwise modified from time to time.

“Total Term Loan Amount” shall mean the sum of the Term Loan Amounts.

“Trademark” shall have the meaning assigned to such term in the Security Agreement or the Canadian Security Agreement, as applicable.

“Trademark Security Agreement” shall mean, collectively, the Trademark Security Agreements executed by the Loan Parties owning Trademarks or licenses of Trademark in favor of the Administrative Agent, on behalf of itself and Lenders, on or prior to the Closing Date and thereafter.

“Trading with the Enemy Act” shall mean the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended and in effect from time to time.

“Transactions” shall mean, collectively, (i) the transactions contemplated hereunder and under the ABL Credit Agreement, (ii) the issuance of Warrants, (iii) the Assignment and Resignation Transactions, and (iv) payment of fees and expenses in connection with the foregoing.

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“Treasury Rate” shall mean, with respect to any prepayment, a rate per annum (computed on the basis of actual days elapsed over a year of 360 days) equal to the rate determined by the Administrative Agent on the date three Business Days prior to the date of such prepayment, to be the yield expressed as a rate listed in The Wall Street Journal for United States Treasury securities having a term of not greater than 36 months.

“Undrawn Availability” shall mean “Revolving Loan Availability” (as defined in the ABL Credit Agreement (as in effect on the Closing Date)).

“Unfunded Pension Liability” shall mean the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding that Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that to the extent that the Uniform Commercial Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Uniform Commercial Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Administrative Agent’s or any Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“U.S. Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term set forth in Section 2.13(g)(ii).

“Waivable Mandatory Prepayment” shall have the meaning assigned to such term in Section 2.5(g).

“Warrant Agreement” shall mean the Warrant Agreement, dated as of the Closing Date, by and among the Borrower and the other parties identified therein, as amended, supplemented or otherwise modified from time to time.

“Warrants” shall mean the warrants to purchase common or preferred stock of the Borrower issued under the Warrant Agreement.

“Withholding Agent” shall mean the Borrower, any other Loan Party or the Administrative Agent, as applicable.

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“Working Capital” shall mean, as of any date, an amount equal to the current assets of the Borrower and its Subsidiaries as of such date (excluding cash and cash equivalents), less the current liabilities of the Borrower and its Subsidiaries as of such date (excluding current maturities of any Indebtedness), in each case, determined on a consolidated basis in accordance with GAAP.

Section 1.2.          Accounting Terms and Determination.  Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted and all accounting determinations shall be made in accordance with GAAP as in effect from time to time; provided, that prior to the Restatement Effective Date, except as otherwise specified, all accounting terms shall be interpreted and all accounting determinations shall be made on a basis consistent with the most recent financial statements of the Borrower and the Subsidiaries delivered to the Administrative Agent before the Closing Date; provided further, that if, after the Closing Date (i) there is a change in the Borrower’s financial statements required by GAAP, as determined by the Borrower’s certified public accountants (including in connection with the existing audit and restatement process), that is disclosed to the Administrative Agent, or (ii) there is a change in GAAP, in the case of either (i) or (ii), that impacts the operation of the covenants in Article VI, if the Borrower notifies the Administrative Agent that it wishes to amend Article VI to eliminate the effect of any change required by GAAP or change in GAAP, or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose, then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change required by GAAP or change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders, and the Borrower and the Lenders agree to work in good faith to negotiate such an amendment within 60 days of notice from either the Borrower or the Administrative Agent (it being understood and agreed that the purpose of such amendments will be to restore the same level of cushions to the model used to set such covenant levels on the Closing Date, and not to amend such covenants to be more or less favorable to the Borrower).  Notwithstanding any other provision contained herein, (i) with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with FASB ASC 842 on the definitions and covenants herein, GAAP as in effect on December 31, 2018, shall be applied, and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of any Loan Party at “fair value”, as defined therein.

Section 1.3.          Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other

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document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof’, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to New York time (Eastern daylight or standard, as applicable), unless otherwise specified.  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

ARTICLE II
AMOUNT AND TERMS OF THE LOANS

Section 2.1.          Term Loan.  Subject to and upon the terms and conditions herein set forth, on the Closing Date and upon the effectiveness of this Agreement, the other Loan Documents and the consummation of the Assignment and Resignation Transactions, (i) the Existing Indebtedness in the aggregate principal amount of $94,000,000 outstanding and owing to the Lenders pursuant to the Existing Credit Agreement shall be amended, continued, converted, reallocated and restated as (a) term A-1 loans (collectively, the “Term A-1 Loans”) hereunder in a principal amount equal to $55,094,149.42 and (b) term B-1 loans (collectively, the “Term B-1 Loans” and together with the Term A-1 Loans, the “Converted Term Loans”) hereunder in a principal amount equal to $22,021,759.58, and for each Lender in an amount equal to such Lender’s Converted Term Loan Amount, (ii) each Term A-2 Lender shall, on the Closing Date, make its portion of the term A-2 Loans (collectively, the “Term A-2 Loans”) to the Borrower in a principal amount equal to such Lender’s Term A-2 Loan Commitment, and (iii) each Term B-2 Lender shall, on the Closing Date, make its portion of the term B-2 Loans (collectively, the “Term B-2 Loans”)  to the Borrower in a principal amount equal to such Lender’s Term B-2 Loan Commitment.  All principal of, interest on, and other amounts payable in respect of the Converted Term Loans shall be amended restated and continued as Obligations.  The Term A-2 Loan Commitment and the Term B-2 Loan Commitment of each Lender to fund such Term A-2 Loans and Term B-2 Loans shall terminate upon the funding by such Lender of its Term A-2 Loans and Term B-2 Loans.  Once repaid, whether such repayment is voluntary or required, the Term Loans may not be reborrowed.

Notwithstanding anything to the contrary contained in this Section 2.1, subject to the terms and conditions of this Agreement, Borrower hereby acknowledges, confirms and agrees that (i) immediately prior to the Closing Date, the outstanding principal amount of the revolving advances under the Existing Credit Agreement is equal to $94,000,000 (such Indebtedness being hereinafter

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referred to as the “Existing Indebtedness”); such advances are outstanding and, upon the effectiveness of this Agreement, the other Loan Documents and the consummation of the Assignment and Resignation Transactions, payable under this Agreement to Administrative Agent and the Lenders without set-off, counterclaim, deduction, offset or defense; and such obligations are secured by a first priority (subject to exceptions set forth in this Agreement and/or the other Loan Documents) security interest in and lien on the Collateral, (ii) all of such Existing Indebtedness shall not be repaid on the Closing Date, but rather shall be amended, continued, converted, reallocated and restated by this Agreement as Term A-1 Loans in the principal amount of $55,094,149.42 outstanding hereunder and Term B-1 Loans in the principal amount of $22,021,759.58 outstanding hereunder, (iii) the Aggregate Commitments (as defined under the Existing Credit Agreement) shall be terminated, (iv) all other Obligations (as defined under the Existing Credit Agreement) outstanding under the Existing Credit Agreement and relating to the period prior to the date hereof shall not be repaid on the Closing Date but shall be extinguished, (v) the Term A-2 Lenders shall make the Term A-2 Loans in the aggregate principal amount of $19,921,314.59 on the Closing Date, (vi) the Term B-2 Lenders shall make the Term B-2 Loans in the aggregate principal amount of $7,962,776.50 on the Closing Date and (vii) after giving effect to all of the foregoing, the aggregate outstanding principal amount of the Term A Loans on the Closing Date is $75,015,463.92 and the aggregate outstanding principal amount of the Term B Loans on the Closing Date is $29,984,536.08.

Section 2.2.          Funding of Term A-2 Loans and Term B-2 Loans.

(a)          Upon satisfaction of the applicable conditions set forth in Article III, the Term A-2 Lenders and the Term B-2 Lenders shall make the Term A-2 Loans and the Term B-2 Loans available to the Borrower by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Lenders by the Borrower (and promptly following the funding thereof to the Borrower, each applicable Lender shall confirm in writing to the Agent (which may be via email) that such Lender has funded its Term A-2 Loan and Term B-2 Loan (and each such Lender authorizes the Agent to conclusively rely on such notice as evidence that such Loan has in fact been funded)). On or prior to the Closing Date, the Borrower shall give the Agent written notice in the form of a notice of borrowing in form and substance satisfactory to the Agent, which shall be irrevocable and shall specify (i) the aggregate principal amount of the Term A-2 Loans and the Term B-2 Loans to be made, (ii) the date of borrowing (which shall be the Closing Date), and (iii) the Borrower's wiring instructions.

(b)          All Term A-2 Loans and Term B-2 Loans shall be made by the applicable Lenders on the basis of their respective Pro Rata Shares of the applicable Term A-2 Loan Commitment and Term B-2 Loan Commitment.  No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Term A-2 Loans and Term B-2 Loans hereunder.

Section 2.3.          Repayment of Loans.  The principal amount of the Term Loans shall be repaid in consecutive quarterly installments in equal amounts of (a) beginning with the

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Fiscal Quarter of Borrower ending September 30, 2020, $1,250,000, on the last day of each Fiscal Quarter, and (b) beginning with the Fiscal Quarter of Borrower ending September 30, 2021, $1,875,000, on the last day of each Fiscal Quarter; provided, that, each such payment made pursuant to this Section 2.3 shall be applied (i) first, to the Term A Loan until paid in full and (ii) second, to the Term B Loan until paid in full.  Notwithstanding the foregoing, the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date.  Prior thereto, payments and prepayments of the Loans shall or may be made as set forth herein.

Section 2.4.          Evidence of Indebtedness.

(a)          Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement.  The Administrative Agent shall maintain appropriate records of (i) the Term Loan Amount of each Lender, (ii) the amount of each Loan held by each Lender, (iii) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and (iv) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro Rata Share thereof.  The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that (i) the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (including principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement and (ii) in the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(b)          This Agreement evidences the obligation of the Borrower to repay the Loans and is being executed as a “noteless” credit agreement.  However, at the request of any Lender at any time, the Borrower agrees that it will execute and deliver to such Lender a promissory note (a “Note”) evidencing any Loans of such Lender, payable to the order of such Lender.

Section 2.5.          Prepayment of Loans.

(a)          [Reserved].

(b)          Optional Prepayment.

(i)          Term Loans.  The Borrower may, at any time and from time to time, upon at least 5 Business Days’ prior written notice to the Administrative Agent, prepay the

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principal of the Term Loans, in whole (subject to Section 2.5(b)(ii)) or in part; provided, that, each such payment made pursuant to this Section 2.5(b) shall be applied (i) first, to the Term A Loan until paid in full and (ii) second, to the Term B Loan until paid in full.  Each prepayment made pursuant to this Section 2.5(b)(i) shall be accompanied by the payment of (A) accrued interest to the date of such payment on the amount prepaid and (B) the Applicable Premium payable in connection with such prepayment of the Term Loans.  Each such prepayment shall be applied against the remaining installments of principal due on the Term Loan in the inverse order of maturity.

(ii)          Termination of Agreement.  The Borrower may, upon at least 15 days prior written notice to the Administrative Agent, terminate this Agreement by paying to the Administrative Agent, in cash, the Obligations, in full, plus the Applicable Premium payable in connection with such termination of this Agreement.  If the Borrower has sent a notice of termination pursuant to this Section 2.5(b)(ii), then the Borrower shall be obligated to repay the Obligations, in full, plus the Applicable Premium payable in connection with such termination of this Agreement on the date set forth as the date of termination of this Agreement in such notice.

(c)          Mandatory Prepayment.

(i)          Contemporaneously with the delivery to the Administrative Agent and the Lenders of audited annual financial statements pursuant to Section 5.1(a), commencing with the delivery to the Administrative Agent and the Lenders of the financial statements for the Fiscal Year ended June 30, 2020, or, if such financial statements are not delivered to the Administrative Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.1(a), on the date such statements are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 5.1(a), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.5(d) in an amount equal to 75.0% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year.

(ii)          Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (b), (c), (d), (f), (g), (h), (i), (j), (k), (l), (m) or (o) of the definition of Permitted Disposition) by any Loan Party or its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with (A) a Disposition of Term Priority Collateral and (B) a Disposition of ABL Priority Collateral (other than to the extent any such proceeds of ABL Priority Collateral are required to be applied to the ABL Obligations pursuant to the terms of the ABL Agreement and are so applied).  Nothing contained in this Section 2.5(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.4.

(iii)          Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or upon an Equity Issuance (other than any Excluded Equity Issuances), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds

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received by such Person in connection therewith; provided, however, the Borrower shall not be obligated to prepay the Loans, and shall be permitted to retain, up to $15,000,000 of Net Cash Proceeds of such Equity Issuances for working capital and general corporate purposes.  The provisions of this Section 2.5(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

(iv)          Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.5(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with (A) any Extraordinary Receipts in respect of Term Priority Collateral and (B) any Extraordinary Receipts in respect of ABL Priority Collateral (other than to the extent any such proceeds of ABL Priority Collateral are required to be applied to the ABL Obligations pursuant to the terms of the ABL Agreement and are so applied).

(v)          Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Subsidiaries in connection with a Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.5(c)(ii) or Section 2.5(c)(iv), as the case may be, up to $1,000,000 in the aggregate in any Fiscal Year of the Net Cash Proceeds from all such Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person’s business, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 days after such Disposition or loss, destruction or taking, as the case may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person’s business within a period specified in such certificate not to exceed 180 days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) such Net Cash Proceeds are deposited in an account subject to a Control Account Agreement and (D) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.5(c)(ii) or Section 2.5(c)(iv) as applicable.

(d)          Application of Payments.  Each prepayment pursuant to subsections (c)(i), (c)(ii), (c)(iii), (c)(iv) and (c)(v) above shall be applied (i) first, to the Term A Loan until paid in full and (ii) second, to the Term B Loan until paid in full.  Each such prepayment of the Term Loans shall be applied against the remaining installments of principal of the Term Loans in the inverse order of maturity.  Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, if the Administrative Agent has elected, or has been directed by the Collateral Administrative Agent or the Required Lenders, to apply payments in respect of any Obligations in accordance with Section 8.2, prepayments required under Section 2.5(c) shall be applied in the manner set forth in Section 8.2.  In connection with each prepayment of the Term

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Loans pursuant to Section 2.5, the Borrower shall deliver an updated LTV Percentage Calculation, calculated based on the 2019 Appraisals after giving effect to such prepayment, certified as true and correct by a Responsible Officer of the Borrower.  On the first date the LTV Percentage Calculation is equal to or less than (i) the Required LTV Percentage Calculation based on the 2019 Appraisals and certified as true and correct by a Responsible Officer of the Borrower, or (ii) the Required LTV Percentage Calculation based on the 2020 Appraisals and certified as true and correct by a Responsible Officer of the Borrower, an aggregate principal amount of the Term Loans equal to $5,000,000 shall be forgiven and extinguished without the requirement of any cash payment by the Borrower (such forgiveness and extinguishment to be allocated proportionately between the Term A-1 Loan and the Term B-1 Loan based on the outstanding amount of the Term A-1 Loan and the Term B-1 Loan on the Closing Date); provided that (A) if the first date the LTV Percentage Calculation is equal to or less than the Required LTV Percentage Calculation is after August 1, 2020, and on or before February 1, 2021, the aggregate principal amount of Term Loans forgiven and extinguished shall be $2,500,000, and (B) after February 1, 2021, none of such amounts will be forgiven. Anything to the contrary notwithstanding, any Waivable Mandatory Prepayment that is refused by a Term A Lender shall nevertheless be considered to reduce the outstanding principal amount of the Term A Loan for purposes of the LTV Percentage Calculation and Required LTV Percentage Calculation.

(e)          Interest and Fees.  Any prepayment made pursuant to this Section 2.5 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of prepayment, (ii) any amounts payable pursuant to Section 2.11, (iii) the Applicable Premium payable in connection with such prepayment of the Loans to the extent required under Section 2.6(a) and (iv) if such prepayment would reduce the amount of the outstanding Loans to zero, such prepayment shall be accompanied by the payment of all fees accrued to such date pursuant to Section 2.6(b).

(f)          Cumulative Prepayments.  Except as otherwise expressly provided in this Section 2.5, payments with respect to any subsection of this Section 2.5 are in addition to payments made or required to be made under any other subsection of this Section 2.5.

(g)          Waivable Mandatory Prepayments.  Anything contained herein to the contrary notwithstanding, in the event that the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans pursuant to Section 2.5(c), not less than one (1) Business Day prior to the date on which the Borrower is required to make such Waivable Mandatory Prepayment (the “Required Prepayment Date”), the Borrower shall notify the Administrative Agent in writing of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount.  Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before 12:00 noon (New York City time) on the the Required Prepayment Date (it being understood that any Lender that does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before 12:00 noon (New York City time) on the Required Prepayment Date shall be deemed to have elected, as

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of such date, not to exercise such option).  On the Required Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to prepay the outstanding principal amount of the Obligations in accordance with Section 2.5(d)) and (ii) to the extent of any excess, to the Borrower for working capital and general corporate purposes.

Section 2.6.          Interest on Loans.

(a)          The Borrower shall pay interest on each Eurodollar Rate Loan at the Adjusted LIBOR Rate plus the Applicable Margin in effect from time to time.  The Borrower shall pay interest on each Base Rate Loan at the Base Rate plus the Applicable Margin in effect from time to time.

(b)          To the extent permitted by law and notwithstanding anything to the contrary in this Section, automatically upon the occurrence and during the continuance of an Event of Default, the principal of, and all accrued and unpaid interest on, all Loans, fees, indemnities or any other Obligations of the Loan Parties under this Agreement and the other Loan Documents, shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum (the “Default Rate”) equal at all times to 200 basis points above the otherwise applicable interest rate for such Loans.

(c)          Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof.  Interest on all outstanding Loans shall be payable on each Interest Payment Date and on the Maturity Date.  All obligations accruing at the Default Rate pursuant to clause (b) above shall be payable on demand.  And interest hereunder shall be due and payable in accordance with the terms hereof both before and after any judgment, and both before and after commencement of any proceeding relating to any Event of Default under Sections 8.1(g) and (h).

(d)          The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

(e)          The Interest Reserve Account shall be funded on the Closing Date with the Interest Reserve Amount.  The Interest Reserve Account shall be an interest bearing account and all interest paid on amounts in such account shall be for the account of the Borrower, and, if not applied in accordance with this Section 2.6(e), shall be paid to the Borrower on the Maturity Date or such earlier date as may be determined by the Administrative Agent.  The Administrative Agent shall make payment of amounts on deposit in the Interest Reserve Account (including any interest accrued on such amount) to the Lenders in respect of accrued and unpaid

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interest on the Loans on each Interest Reserve Release Date until the Interest Reserve Account is exhausted, at which time Borrower will commence paying remaining interest directly.

Section 2.7.          Protective Advances..  Subject to the limitations set forth below, and whether or not an Event of Default or a Default shall have occurred and be continuing, the Administrative Agent is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but the Administrative Agent shall have absolutely no obligation to), to make disbursements or advances to the Borrower, which the Administrative Agent, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement and the other Loan Documents, including, without limitation, payments of principal, interest, fees and reimbursable expenses (any such Loans are in this Section 2.7 referred to as “Protective Advances”).  The interest rate on all Protective Advances shall be at the Base Rate plus the Applicable Margin for Base Rate Loans.  Each Protective Advance shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder.  The Protective Advances shall constitute Obligations hereunder which may be charged to the Payment Account in accordance with Section 2.14.  The Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Maturity Date and the date on which demand for payment is made by the Administrative Agent.  The Administrative Agent shall notify each Lender and the Borrower in writing of each such Protective Advance, which notice shall include a description of the purpose of such Protective Advance.  Without limitation to its obligations pursuant to Section 10.3, each Lender agrees that it shall make available to the Administrative Agent, upon the Administrative Agent’s demand, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rate Share of each such Protective Advance.  If such funds are not made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such funds on demand from such Lender, together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three Business Days and thereafter at the Base Rate.

Section 2.8.          Computation of Interest.

All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable (to the extent computed on the basis of days elapsed). Each determination by the Administrative Agent of an interest amount hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

Section 2.9.          Inability to Determine Interest Rates.  (a)  Unless and until a Replacement Rate is implemented in accordance with clause (b) below prior to the commencement of any Interest Period for any Eurodollar Rate Loan,

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(i)     the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, either Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Loan, or adequate means do not exist for ascertaining LIBOR for such Interest Period, or

(ii)    the Administrative Agent shall have received written notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter.  Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to continue outstanding Loans as or into Loans shall be suspended and (ii) all such affected Loans shall be converted into a Loan accruing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on the last day of the then current Interest Period applicable thereto. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.

(b)          Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances described in Section 2.9(a)(i) or (a)(ii) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.9(a), are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.9(b), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.9(a)(i), (a)(ii), (b)(i), (b)(ii) or (b)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.9(b).  Notwithstanding anything to the contrary in Section 10.2, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not

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have received, within five (5) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such five (5) Business Day notice period). To the extent the Replacement Rate is adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If the Administrative Agent makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, any notice from a Borrower that requests the conversion of any Base Rate Loan to, or continuation of any Eurodollar Rate Loan as, a Eurodollar Rate Loan shall be ineffective. Notwithstanding anything contained herein to the contrary, the Replacement Rate as determined in this paragraph shall not be less than 2.00% per annum for the purposes of this Agreement.

(c)          At any time that an Event of Default has occurred and is continuing, the Borrower shall no longer have the option to request that any portion of the Loans bear interest at the Adjusted LIBO Rate and the Administrative Agent shall convert the interest rate on all outstanding Eurodollar Rate Loans to the rate of interest then applicable to Base Rate Loans of the same type hereunder on the last day of the then current Interest Period.

Section 2.10.          Illegality.  If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Rate Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to continue outstanding Loans as Eurodollar Rate Loans shall be suspended and the affected Eurodollar Rate Loan then outstanding shall be converted to a Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Rate Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Rate Loan to such date into a Loan accruing interest at a rate per annum equal to the Base Rate plus the Applicable Margin.  Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.  Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

Section 2.11.          Increased Costs.

(a)          If any Change in Law shall:

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(i)    impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);

(ii)     impose on any Lender or the eurodollar interbank market any other condition affecting this Agreement or any Loans made by such Lender or any participation therein; or

(iii)   subject any Recipient to any Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Loan or of maintaining its obligation to make any such Loan or to reduce the amount received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then the Borrower shall pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to such Lender, within five (5) Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender, for such additional costs incurred or reduction suffered.

(b)          If any Lender shall have determined that on or after the date of this Agreement any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital (or on the capital of such Lender’s parent corporation) as a consequence of its obligations hereunder to a level below that which such Lender or such Lender’s parent corporation could have achieved but for such Change in Law (taking into consideration such Lender’s policies or the policies of such Lender’s parent corporation with respect to capital adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender or such Lender’s parent corporation for any such reduction suffered.

(c)          A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or such Lender’s parent corporation, as the case may be, specified in paragraph (a) or (b) of this Section 2.11 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error.

(d)          Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation.

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Section 2.12.          Funding Indemnity.  In connection with each Eurodollar Rate Loan, the Borrower shall indemnify, defend, and hold the Administrative Agents and the Lenders harmless against any loss, cost, or expense incurred by the Administrative Agent or any Lender as a result of (a) the payment of any principal of a Eurodollar Rate Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of a Eurodollar Rate Loan in accordance with Sections 2.10 or 2.11 other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower to borrow or prepay any Eurodollar Rate Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event, or (d) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the assignee pursuant to Sections 2.15 or 2.16.  Such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Rate Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Rate Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow for the period that would have been the Interest Period for such Eurodollar Rate Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Rate Loan for the same period if the Adjusted LIBO Rate were set on the date on which the Borrower failed to borrow, convert or continue such Eurodollar Rate Loan.  A certificate as to any additional amount payable under this Section 2.12 submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

Section 2.13.       Taxes.

(a)          For purposes of this Section 2.13, the term “applicable law” includes FATCA.

(b)          Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for or on behalf of any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other Loan Party, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)          In addition, without limiting the provisions of subsection (a) of this Section, the Borrower shall timely pay to the relevant Governmental Authority in accordance with

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applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)          The Borrower shall indemnify each Recipient, within five (5) Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or payable by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by the applicable Recipient (with a copy to the Administrative Agent in the case of a Recipient other than the Administrative Agent) shall be conclusive, absent manifest error.

(e)          Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.4(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.13(e).

(f)          As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower or other Loan Party, as applicable, shall deliver to the Administrative Agent an original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)          (i)     Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent

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as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.13(g)(ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing,

(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    executed copies of IRS Form W-8ECI;

(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit A-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

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(4)    to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-2 or Exhibit A-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit A-4 on behalf of each such direct and indirect partner;

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)    Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Section 2.14.          Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

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(a)          The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, or of amounts payable under Sections 2.11, 2.12 or 2.13, or otherwise) prior to 12:00 noon New York City time on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of Taxes, except as set forth in Section 2.13.  Any amounts received after such time on any date may, in the sole discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent to the Payment Account, except that payments pursuant to Sections 2.11, 2.12 and 2.13 and 10.3 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension.  All payments hereunder shall be made in Dollars.  The Borrower hereby authorizes the Administrative Agent to use the amounts on deposit in the Interest Reserve Account (i) to pay interest in accordance with Section 2.6(e) and (ii) at any time that an Event of Default has occurred and is continuing, in order to pay any amounts due hereunder as the Administrative Agent may determine.

(b)          If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)          If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent in writing of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)           if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

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(ii)          the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.  Notwithstanding the foregoing, no Term A Lender shall be required to purchase any participations in the Term B Loans of the Term B Lenders.

Section 2.15.          Mitigation of Obligations.  If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.11 or Section 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

Section 2.16.          Replacement of Lenders.

(a)          If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.13, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.15, then the Borrower may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees (including fees pursuant to Section 2.17), and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.11, or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments.  A

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Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.17.       Fees.

(a)          Fee Letter. As and when due and payable under the terms of the Fee Letter, the Borrower shall pay the fees set forth in the Fee Letter.

(b)          Applicable Premium.

(i)          Upon the occurrence of an Applicable Premium Trigger Event, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the Applicable Premium.

(ii)          The Applicable Premium payable in accordance with this Section 2.17(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event and the Loan Parties agree that it is reasonable under the circumstances currently existing.  THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY ACCELERATION.

(iii)          The Loan Parties expressly agree that:  (A) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium; (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) their agreement to pay the Applicable Premium is a material inducement to Lenders to provide the Loans, and (F) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Administrative Agent and the Lenders or profits lost by the Administrative Agent and the Lenders as a result of such Applicable Premium Trigger Event.

(iv)          Nothing contained in this Section 2.17(b) shall permit any prepayment of the Loans not otherwise permitted by the terms of this Agreement or any other Loan Document.

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ARTICLE IIICONDITIONS PRECEDENT TO LOANS

Section 3.1.          Conditions to Effectiveness.  The Closing Date and the obligation of each Term Lender to convert its portion of the Existing Indebtedness into the Term Loans shall be subject to the satisfaction (or waiver in accordance with Section 10.2) of the following conditions:

(a)          The Administrative Agent and the Lenders, as applicable, shall have received payment of all fees, expenses and other amounts due and payable to them on or prior to the Closing Date, including any reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lenders and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders) required to be reimbursed or paid by the Borrower hereunder, or under any other Loan Document.

(b)          The Administrative Agent and the Lead Lender shall have received all of the agreements, documents, instruments and other items set forth on the closing checklist provided to Borrower on or about the date hereof, each in form and substance satisfactory to the Lenders and executed and delivered by each of the parties thereto, including, without limitation, the following:

(i)             the Loan Documents;

(ii)           the ABL Credit Agreement and the documents related thereto; provided that the terms of the ABL Credit Agreement and the Intercreditor Agreement shall be satisfactory to the Administrative Agent and the Lead Lender; provided, further, that the advances made under ABL Facility on the Closing Date shall not exceed an amount equal to 110% of the aggregate principal amount of letters of credit outstanding pursuant to the Existing Credit Agreement on the Closing Date;

(iii)           a certificate of the secretary or assistant secretary of each Loan Party, attaching and certifying (A) copies of its bylaws (estatutos sociales) and of the resolutions of its board of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents, (B) certified copies of its articles or certificate of incorporation (escritura constitutiva), certificate of organization or limited partnership, or other registered organizational documents, (C) resolutions authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (D) the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party and (E) evidence that each Loan Party is in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

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(iv)           an officer’s certificate of the Borrower dated the Closing Date, certifying that: (v) immediately after giving effect to all the Transactions to be consummated on the Closing Date, Qualified Cash is not less than $10,500,000, (w) no Default or Event of Default exists, (x) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct, (y) since May 31, 2019, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and (z) except as disclosed on Schedule 3.1(b), no default or event of default exists with respect to third-party credit agreements (including the ABL Credit Agreement), equipment lease facilities or any Material Contracts;

(v)             a certificate, dated the Closing Date and signed by the chief financial officer of each Loan Party, confirming that after giving effect to the Transactions the Loan Parties as a consolidated group are Solvent;

(vi)            a duly executed notice of borrowing, a duly executed funds disbursement agreement and report setting forth the sources and uses of the proceeds of the Transactions;

(vii)           all Contractual Obligations of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, and any required consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect, no investigation or inquiry by any Governmental Authority regarding the Term Loans shall be ongoing, and the Borrower shall have provided an officer’s certificate certifying as to the foregoing; and

(viii)          copies of (A) the unaudited balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the most recently ended Fiscal Quarter ending at least forty-five (45) days prior to the Closing Date, (B) financial projections on a monthly basis through the Maturity Date, and (C) a pro forma consolidated balance sheet and income statement of the Borrower and its Subsidiaries as of and for the twelve-month period most recently ended May 31, 2019, after giving effect to the Transactions, in each case for the fiscal periods requested by the Lenders and in form and substance satisfactory to the Lenders.

(c)          The Administrative Agent shall have received from each Loan Party all documentation and other information that the Administrative Agent requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

(d)          Substantially simultaneously with the consummation of this Agreement, the Borrower shall have consummated the Transactions in accordance with their terms and applicable law.

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(e)          The Lenders shall have completed and be satisfied with the results of their business and legal diligence with respect to the Borrower and its Subsidiaries and the Transactions.

(f)          Receipt by the Administrative Agent and counsel to the Lenders of the following:

(i)          The Perfection Certificate with respect to the Borrower and its Subsidiaries (after giving effect to the Transactions), in form and substance satisfactory to the Lenders;

(ii)          Searches of Uniform Commercial Code and PPSA filings in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than those expressly permitted hereunder;

(iii)        Searches of ownership of, and Liens on, United States and Canadian intellectual property of each Loan Party in the appropriate governmental offices;

(iv) Certificates of insurance of the Loan Parties evidencing liability and casualty insurance naming the Administrative Agent as additional insured (in the case of liability insurance) and loss payee (in the case of hazard insurance) on behalf of the Lenders; and

(v) UCC and PPSA financing statements in form acceptable to the Lenders to perfect the Administrative Agent’s security interest in the Collateral of the type for which a UCC or PPSA filing is effective.

(g)          At the time of and immediately after giving effect to the consummation of this Agreement, no Default or Event of Default shall have occurred and be continuing.

(h)          Warrants shall have been issued to the applicable Lenders.  The Administrative Agent shall have received each of the Equity Documents, duly executed by the Borrower and the other parties party thereto.

(i)          The Interest Reserve Account shall have been funded with the Interest Reserve Amount.

(j)          Since May 31, 2019, there has been no change in the financial condition, operations, business or properties of the Borrower or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

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(k)          The representations and warranties of the Borrower in this Agreement shall be true and correct when made on the Closing Date, at the time of and immediately after giving effect to the consummation of this Agreement, and the Borrower shall have provided an officer’s certificate certifying as to the foregoing.

(l)          The Administrative Agent and the Lenders shall have received favorable opinion of (i) Scudder Law Firm, P.C., L.L.O., (ii) Gowling WLG, and (iii) Sesma, Sesma & McNeese, each in form and substance satisfactory to the Required Lenders and their legal counsel and covering such matters incident to the transactions contemplated by this Agreement and the other Loan Documents as the Required Lenders may reasonably require, addressed to the Administrative Agent and each Lender.

(m)          Except as set forth on Schedule 4.6(a), there shall be no (i) litigation pending, or to the Borrower’s knowledge threatened in writing, against or affecting Borrower or any Subsidiary, or (ii) injunction or other form of restraining order, which in either case restrains or restricts or seeks to restrain or restrict the closing of this Agreement or the making of the Loans.

(n)          The Administrative Agent and Lenders shall have received evidence that a duly executed notice shall have been delivered to each deposit bank that is party to a Control Account Agreement, with such notice stating that Blue Torch is the successor agent to Bank of America, N.A. under this Agreement and such Control Account Agreements.

(o)          The Administrative Agent and Lenders shall have received assignment and/or modification agreements to the Mortgages and Title Policies and such other Mortgage Documents as the Administrative Agent may reasonably request, as more fully set forth on Schedule 3.1.

Section 3.2.          Delivery of Documents.  All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent and the Lenders.

ARTICLE IVREPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and each Lender as follows:

Section 4.1.          Due Organization and Qualification; Subsidiaries.

(a)          Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any jurisdiction where the failure to be so qualified could reasonably be expected to result in a Material

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Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b)          Set forth on Schedule 4.1(b) is a complete and accurate description of the authorized Equity Interests of each Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding.  Except as set forth on Schedule 4.1(b), no Loan Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests.

(c)          Set forth on Schedule 4.1(c), is a complete and accurate list, as of the Closing Date, of the Loan Parties’ direct and indirect Subsidiaries, showing:  (i) the number of shares of each class of common and preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by the Borrower.  All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(d)          Except as set forth on Schedule 4.1(d), there are no subscriptions, options, warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument.

Section 4.2.          Due Authorization; No Conflict.

(a)          As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

(b)          As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, provincial, territorial, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the governing documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, the failure of which to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

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Section 4.3.          Governmental Consents.  The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (i) registrations, consents, approvals, notices, or other actions that (A) have been obtained and that are still in force and effect or (B) are expressly contemplated as being obtained at a later date in accordance with the terms of the applicable Loan Document and (ii) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing or recordation, as of the Closing Date (or such later date as the Required Lenders may agree in their sole discretion).

Section 4.4.          Binding Obligations; Perfected Liens.

(a)          Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, concurso mercantil, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)          Except as otherwise provided herein, the Administrative Agent’s Liens are validly created and perfected, first-priority Liens, subject only to Permitted Liens.

Section 4.5.          Title to Assets; No Encumbrances; Intellectual Property.

(a)          Each of the Loan Parties and its Subsidiaries has (a) good, record and marketable legal title to (in the case of fee interests in all Real Estate), (b) valid leasehold interests in (in the case of leasehold interests in Real Estate or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby.  All of such assets are free and clear of Liens except for Permitted Liens after giving effect to the closing on the Closing Date.

(b)          Except as set forth on Schedule 4.5, each Loan Party owns or licenses or otherwise has the right to use all Intellectual Property rights that are necessary for the operation of its business, without infringement upon or conflict with the rights of any other Person with respect thereto, except for such infringements and conflicts which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  No trademark or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party infringes upon or conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened, except for such infringements and conflicts which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  To the knowledge of each Loan Party, no patent, invention, device, application, principle or any

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statute, law, rule, regulation, standard or code pertaining to Intellectual Property is pending or proposed, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 4.6.          Litigation.

(a)          Except as set forth on Schedule 4.6(a), there are no actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened in writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.

(b)          Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings (except for actions, suits, or proceedings related to worker’s compensation) with asserted liabilities in excess of (other than ordinary course auto liability suits), or that are probable (in the case of all types of suits) to result in liabilities in excess of $250,000 that, as of the Closing Date, is pending or, to the knowledge of the Borrower, after due inquiry, threatened against a Loan Party or any of its Subsidiaries, of (i) the principal parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

Section 4.7.          Compliance with Laws.  Except as disclosed on Schedule 4.7, no Loan Party nor any of its Subsidiaries is (a) in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, provincial, territorial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Section 4.8.          No Material Adverse Effect.  All historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by the Borrower to the Administrative Agent and the Lenders on or prior to the Closing Date have been prepared in accordance with Borrower’s and the Subsidiaries’ historical accounting practices. Since May 31, 2019, no event, circumstance, or change has occurred that individually or in the aggregate has or could reasonably be expected to result in a Material Adverse Effect.

Section 4.9.          Solvency.

(a)          After giving effect to the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

(b)          No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated

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by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

Section 4.10.          Employee Benefits.

(a)          No Loan Party nor any of its Subsidiaries nor any of their respective ERISA Affiliates sponsors, maintains or contributes to (or has an obligation to contribute to) or has any liability, actual or contingent, under, any Pension Plan or any Multiemployer Plan.

(b)          Each Employee Benefit Plan and each Pension Plan is, and has been, maintained in compliance with ERISA, the Code, all applicable laws and the terms of each such Employee Benefit Plan or Pension Plan, other than as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c)          Each Employee Benefit Plan and each Pension Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or an application for such letter is currently being processed by the Internal Revenue Service.  To the knowledge of each Loan Party and their Subsidiaries and their respective ERISA Affiliates after due inquiry, nothing has occurred which would prevent, or cause the loss of, such qualification of any Employee Benefit Plan or Pension Plan or related trust.

(d)          There are no pending or, to the knowledge of each Loan Party and its Subsidiaries and their respective ERISA Affiliates, after due inquiry, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.  There has been no non-exempt prohibited transaction or violation of fiduciary responsibility rules with respect to any Employee Benefit Plan that could reasonably be expected to result in a Material Adverse Effect.

(e)          No liability to the PBGC (other than for the payment of current premiums which are not past due) by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates has been incurred or is expected to be incurred by any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates with respect to any Pension Plan.

(f)          No ERISA Event has occurred or is reasonably expected to occur or has occurred in the past six (6) years.

(g)          No Pension Plan has any Unfunded Pension Liability, no Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and no Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates has engaged in a transaction subject to Section 4069 or 4212(c) of ERISA.

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(h)          No Loan Party nor any of its Subsidiaries or any of their ERISA Affiliates sponsors, maintains, or contributes to (or has an obligation to contribute to) any Employee Benefit Plan that may not be terminated by such Loan Party in its sole discretion at any time without material liability.

(i)          No Loan Party nor any of its Subsidiaries or any of their respective ERISA Affiliates has provided any security under Section 436(f) of the Code.

(j)          Except as set forth on Schedule 4.10 hereto (none of which would reasonably be expected to result in a Material Adverse Effect), no Canadian Loan Party or any Subsidiary of any Canadian Loan Party sponsors, administers, or otherwise has any liability in respect of, any Employee Benefit Plan, including any Foreign Plan.

Section 4.11.          Environmental Condition.  Except as set forth on Schedule 4.11 and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,

(a)          each Loan Party and its Subsidiaries has complied and is in compliance with all Environmental Laws,

(b)          each Loan Party and its Subsidiaries has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business, and all such Permits are in full force and effect, free from breach and the Transactions will not adversely affect them,

(c)          no Loan Party nor any of its Subsidiaries has received any written notice, report or other information regarding any actual or alleged violation of Environmental Law, any Environmental Liability, or any investigation, proceeding or audit pursuant to Environmental Law,

(d)          none of the following exists at any property or facility owned or operated (whether by fee interest, leasehold, or otherwise) by the Loan Parties or their Subsidiaries, including the Real Property: (i) under or above-ground storage tanks, (ii) asbestos containing materials in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas,

(e)          no Loan Party nor any of its Subsidiaries has handled, treated, recycled, stored, transported, disposed of, arranged for or permitted the disposal of, or Released any Hazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Environmental Liability,

(f)          no property or facility of any Loan Party or any Subsidiary is currently used, or to the Borrower’s knowledge, has ever been used for the disposal of, or to produce, store, handle, treat, Release, or transport, any Hazardous Materials, where such disposal,

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production, storage, handling, treatment, Release or transport was or is in violation of any Environmental Law,

(g)          to the Borrower’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal site,

(h)          no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Estate owned or operated by a Loan Party or its Subsidiaries, and

(i)          no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, ruling, decree (including consent decree), judgment, injunction, subpoena, mandate, directive or settlement agreement with any Person relating to any Environmental Law or Environmental Liability

(j)          no Loan Party nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Environmental Liability of any other Person, and

(k)          to the Borrower’s knowledge, no Loan Party nor any of its Subsidiaries is subject to any environmental condition or circumstance adversely affecting its assets, properties, or operations that could reasonably be expected to prevent or hinder continued compliance with Environmental Laws or give rise to Environmental Liabilities.

Section 4.12.          Complete Disclosure.  All factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the Borrower’s industry) furnished by or on behalf of a Loan Party or its Subsidiaries in writing to the Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the Borrower’s industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to the Administrative Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.  The projections delivered to the Lenders on or prior to the Closing Date represent, and as of the date on which any other projections are delivered to the Lenders, such additional projections represent, Borrower’s good faith estimate, on the date such projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries,

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and no assurances can be given that such Projections will be realized, and although reflecting the Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results).

Section 4.13.          Adverse Agreements.  No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any governing document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

Section 4.14.          Indebtedness.  Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries outstanding on (i) June 30, 2019, with respect to lease obligations and equipment financing constituting Indebtedness, and (ii) the Closing Date for all other Indebtedness, in each case, that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of June 30, 2019, or the Closing Date, as applicable.

Section 4.15.          Payment of Taxes.  Except as disclosed on Schedule 4.15 or otherwise permitted under Section 5.5, each Loan Party has timely filed all federal, provincial and territorial and material state, local and other Tax returns and reports of it and its Subsidiaries required to be filed by any of them, and all federal, provincial and territorial, and material state, local and other Taxes levied or imposed upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises have been paid when due and payable.  Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all material Taxes not yet due and payable.  Except as disclosed on Schedule 4.15, the Borrower does not know of any proposed Tax assessment against a Loan Party or any of its Subsidiaries for past due Taxes that is not being actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

Section 4.16.          Margin Stock.  No Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U.  No part of the proceeds of the loans made to the Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X.

Section 4.17.          Governmental Regulation.  No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal, provincial, territorial, or state statute or regulation which may

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limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  No Loan Party nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Section 4.18.          Permits.  Each Loan Party has, and is in compliance with, all Permits required for such Person lawfully to own, lease, manage or operate, or to acquire, each business and Facility currently owned, leased, managed or operated, or to be acquired, by such Person, except to the extent the failure to have or be in compliance therewith could not reasonably be expected to have a Material Adverse Effect.  No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and effect.

Section 4.19.          Employee and Labor Matters.  Except as set forth on Schedule 4.19 or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a)     there is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party or any of its Subsidiaries, or (iii) to the knowledge of the Borrower, no union representation question existing with respect to the employees of any Loan Party or any of its Subsidiaries and no union organizing activity taking place or application for certification has been filed with respect to any of the employees of any Loan Party or any of its Subsidiaries;

(b)     no Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar law, which remains unpaid or unsatisfied;

(c)    the hours worked and payments made to employees of the Loan Parties and their respective Subsidiaries and all other minimum employment standards requirements have been met and do not violate the Fair Labor Standards Act or any other applicable legal requirements;

(d)all material payments due from the Loan Parties or their respective Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Loan Parties or their respective Subsidiaries (including, without limitation, payments required to be made to the Mexican

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Social Security Institute (IMSS), the Institute of the National Fund for Workers’ Housing (INFONAVIT) and the National Pension Retirement Savings System (SAR));

(e)    no Loan Party nor any of its Subsidiaries nor any of their respective ERISA Affiliates has any liability, including under any Employee Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee;

(f)     No Canadian Loan Party or any Subsidiary of any Canadian Loan Party (is a party or subject to or bound by any collective agreement; and none of the employees of any Canadian Loan Party or any Subsidiary of any Canadian Loan Party are employees or receive any benefits under any collective agreement;

(g)   as of the date hereof, the Loan Parties and all their Subsidiaries are in compliance with all laws relating to labor and employment, including, but not limited, to all laws relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; background and credit checks, pay equity; working conditions; occupational safety and health; family and medical leave; or employee terminations; background checks, data privacy and data protection.

Section 4.20.          Customers and Suppliers.  Other than customary bid processes and negotiations in the ordinary course of business, there exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between (i) any Loan Party, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of the Loan Parties on a consolidated basis, or (ii) any Loan Party, on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of the Loan Parties on a consolidated basis; and there exists no present state of facts or circumstances that reasonably could be expected to give rise to or result in any such termination, cancellation, limitation, modification or change.

Section 4.21.          Real Estate.

(a)          All Real Estate owned or leased by the Borrower and its Subsidiaries as of the Closing Date is listed on Schedule 4.21(a), and none of the Borrower or any Subsidiary utilizes any other real property in connection with the operation and conduct of its business the loss of use of which (either individually or in the aggregate for all such real property) could reasonably be expected to have a Material Adverse Effect.  Except as may be a Permitted Lien or as listed on Schedule 4.21(a), no other parties occupy or use, or have a right to occupy or use, any Real Estate. Each Mortgaged Property is comprised of one (1) or more parcels which constitute a

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separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Mortgaged Property.

(b)          Each of the Borrower and its Subsidiaries has delivered to the Administrative Agent true, correct and complete copies of all leases, subleases and other agreements in effect as of the Closing Date relating to leased Real Estate where Collateral having a value in excess of $250,000 is maintained in the ordinary course of business (the “Real Estate Leases”).  Each Real Estate Lease is in full force and effect and is enforceable in accordance with its respective terms.  To the knowledge of the Borrower, none of the Borrower, any Subsidiary or any counterparty to a Real Estate Lease is in default thereof, and no written notices of default have been sent or received under the Real Estate Leases by the Borrower or any Subsidiary, in each case to the extent the same could reasonably be expected to cause a Material Adverse Effect.

(c)          Except as disclosed on Schedule 4.21(c), there are no pending or, to the Borrower’s knowledge, threatened, condemnation or expropriation proceedings, lawsuits or administrative actions relating to any Real Estate.  The eminent domain proceedings described on Schedule 4.21(c) (if any) are not expected to result in a Material Adverse Effect on the Mortgaged Property subject to such proceedings or the related Mortgage and Liens created thereby. No Real Estate has suffered material damage or any casualty which has not been repaired and restored.  The Real Estate, including all improvements, facilities, fixtures, furnishings and equipment and all mechanical and utility infrastructure, are in good condition and repair, sufficient for the ongoing operation of the business conducted by the Borrower and its Subsidiaries at such Real Estate, if any.  Except as disclosed on Schedule 4.21(c), there are no material capital repairs or replacements required to be made to the Real Estate for the ongoing operation of such business thereon, and no material deferred maintenance which has not been undertaken on or prior to the date hereof.

(d)          Subject to self-insurance and insurance provided by captive insurance companies, the properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower or any Subsidiary, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates.

(e)          There are no requirements or restrictions which would prevent or restrict the Borrower from charging or mortgaging its interest in the Real Estate in favor of the Administrative Agent.

Section 4.22.          Rolling Stock.

(a)          All of the Rolling Stock which is Collateral, other than Excluded Rolling Stock:  (i) is owned by a Loan Party, and in respect of Rolling Stock that is owned by a Loan Party that is not a Canadian Loan Party or a Mexican Loan Party and which is not located or operated within Canada or Mexico, the ownership of which, after compliance by such Loan Party with Section 5.15(b), is evidenced by a Certificate of Title that has the name of such Loan Party

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noted thereon as the owner of it to the extent ownership can be so evidenced under applicable law, (ii) is properly registered in one of the states of the United States, one of the provinces  or territories of Canada or one of the states of Mexico, as applicable to such Loan Party that is entitled to operate such Rolling Stock in accordance with all applicable laws; (iii) after compliance by the Borrower with Section 5.15(b) for any Rolling Stock not located or operated in Canada or Mexico, is subject to the first priority, valid and perfected security interest of the Administrative Agent; (iv) is not subject to a Lien in favor of any person other than the Administrative Agent (other than Permitted Liens); (v) is not subject to any lease, other than leases between or among the Loan Parties and to owner-operators (as lessees) that contract with the Loan Parties (as lessors); (vi) is used by such Loan Party in the ordinary course of such Loan Party’s business (other than unseated tractors and excess trailers not needed in the ordinary course of business); (vii) meets, in all material respects, all applicable safety or regulatory standards applicable to it for the use for which it is intended or for which it is being used; (viii) meets, in all material respects, all applicable standards of all motor vehicle laws or other statutes and regulations established by any Governmental Authority and is not subject to any licensing or similar requirement that would limit the right of the Administrative Agent to sell or otherwise dispose of such Rolling Stock; and (ix) with respect to physical damage, is either self-insured or covered by an insurance policy of the applicable Loan Party in such amounts as are acceptable to the Lead Lender (or if no Lead Lender, the Required Lenders), which insurance policy provides that Administrative Agent is the loss payee.

(b)          The Rolling Stock of the Loan Parties (i) is not stored with a bailee, warehouseman or similar party, and (ii) is located only at, or in-transit between, locations in the continental United States, Canada, and Mexico (including in “over the road use” or retained for the purpose of loading or unloading, fueling, repairs and maintenance, driver scheduling and compliance with hours of service, and other customary trucking uses).

(c)          As of the Closing Date, the net orderly liquidation value of the Excluded Rolling Stock does not exceed $5,000,000 in the aggregate.

Section 4.23.          Material Contracts.  Set forth on Schedule 4.23 is a reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the Closing Date.  Each Material Contract (other than those that have expired at the end of their normal terms) (a) is in full force and effect and is binding upon and enforceable against the applicable Loan Party or its Subsidiary and, to each Loan Party’s knowledge, after due inquiry, each other Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section 7.6(b)), and (c) is not in default due to the action or inaction of the applicable Loan Party or its Subsidiary.

(a)          Captive Insurance Subsidiaries.  As of the Closing Date, the aggregate amount of Investments made in captive insurance subsidiaries of the Borrower is an amount equal to $925,000.

Section 4.25.          Drivers.

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(a)      Neither the Borrower nor any of its Subsidiaries,

(i)       is required by any Driver Contract to segregate from its general funds monies collected for such Driver or is otherwise restricted by any Driver from use of those funds (except that the provisions of contracts with owner-operators provide for an escrow (primarily for maintenance expenses), payment of interest thereon, and refund in accordance with applicable law,

(ii)     holds or is required to hold any portion of its Accounts collected from an Account Debtor in respect of a Driver’s services in trust for such Driver, or

(iii)    has any fiduciary relationship or duty to any Driver arising out of or in connection with any Driver Contract or the transactions contemplated thereby.

(b)     All payments by the Borrower and its Subsidiaries in respect of payables to Drivers, whether pursuant to any Driver Contract or otherwise, are made from the Borrower’s and its Subsidiaries’ general funds in the normal course of business.

Section 4.26.          Benefits of Guarantors.  Each of the Guarantors will receive direct or indirect benefits from the financing granted under this Agreement, through the execution and delivery of this Agreement and any other Loan Document to which such Guarantor is a party.

Section 4.27.          Property and Assets in Quebec. Except solely for Canadian Motor Vehicles which may from time to time be located in the Province of Quebec while in the process of transporting and which are of a type of collateral that are normally used in more than one jurisdiction (and for certainty not for any such Canadian Motor Vehicles which are located in the Province of Quebec for but which are not of a type of collateral that are normally used in more than one jurisdiction), the Loan Parties do not (i) own any real property in the Province of Quebec, (ii) have any employees which work at an office or physical location in the Province of Quebec, or (iii) have any tangible personal property located in the Province of Quebec in respect of which the fair market value of any such personal property when taken together exceeds the aggregate amount of $50,000 of lawful money of Canada (the “Quebec Personal Property Cap Amount”).

Section 4.28.          Sanctions.  None of any Loan Party, any Subsidiary thereof, any of their respective directors, officers, or employees, shareholders or owners, nor any of their respective agents or Affiliates, (i) is a Sanctioned Person or currently the subject or target of any Sanctions, (ii) conducts any business with or for the benefit of any Sanctioned Person, (iii) or directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Person, (iv) is a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision, or (v) is a Person that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.  None of any Loan Party or any Subsidiary thereof

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has assets located in a Sanctioned Country.  Each Loan Party and each Subsidiary is in compliance with all Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws in all material respects.  Each Loan Party and each officer, employee or director acting on behalf of any Loan Party is (and is taking no action that would result in any such Person not being) in compliance with (A) all applicable OFAC rules and regulations, (B) all applicable United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other internationally respected national autonomous sanctions, embargos and trade restrictions and (C) all applicable provisions of the USA PATRIOT Act.  In addition, no Loan Party or any Subsidiary is engaged in any kind of activities or business of or with any Person or in any country or territory that is subject to any sanctions administered by OFAC, the United Kingdom, the European Union, Germany, Canada, Australia or the United Nations.  The representations given in this Section 4.28 shall not be made by, nor apply to, any Loan Party in so far as such representation would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any other applicable law in effect in Canada from time to time.

Section 4.29.          Anti-Corruption and Anti-Money Laundering.

(a)          Neither any Loan Party nor, to the knowledge of any Loan Party, any director, officer, employee, or any other Person acting on behalf of any Loan Party, has offered, promised, paid, given or authorized the payment or giving of any money or other thing of value, directly or indirectly, to or for the benefit of any Person, including without limitation, any employee, official or other Person acting on behalf of any Governmental Authority, or otherwise engaged in any activity that may violate any Anti-Corruption Law.

(b)          Neither any Loan Party nor, to the knowledge of any Loan Party, any director, officer, employee, or any other Person acting on behalf of any Loan Party, has engaged in any activity that would breach any Anti-Corruption Laws.

(c)          To the best of each Loan Party’s knowledge and belief, there is no pending or, to the knowledge of any Loan Party, threatened action, suit, proceeding or investigation before any court or other Governmental Authority against any Loan Party or any of its directors, officers, employees or other Person acting on its behalf that relates to a potential violation of any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(d)          The Loan Parties will not directly or indirectly use, lend or contribute the proceeds of the Loans for any purpose that would breach the Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

ARTICLE VAFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as any Obligation remains unpaid or outstanding:

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Section 5.1.          Financial Statements, Reports, Certificates.  The Loan Parties (a) will deliver to the Administrative Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Subsidiary of a Loan Party will have a Fiscal Year different from that of the Borrower, (c) agree to maintain a system of accounting that enables the Borrower to produce financial statements in accordance with GAAP, and (d) agree that they will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their Subsidiaries’ sales, and (ii) maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, the Required Lenders; provided, however, that modifications undertaken to comply with the remediation of internal controls or the consolidation of systems of various Subsidiaries into fewer systems shall be permitted.

Section 5.2.          [Reserved].

Section 5.3.          Existence; Permits.  Except as otherwise permitted under Section 7.3 or Section 7.4 with respect to the Subsidiaries listed in clause (b) of the definition of Excluded Entities, each Loan Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect (a) such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business, and (b) any rights, franchises, Permits, licenses, accreditations, authorizations, or other approvals material to their businesses. Except for Permitted Dispositions, the Borrower shall, at all times, own, directly or indirectly, 100% of the Equity Interests of its Subsidiaries to the extent 100% owned on the Closing Date.

Section 5.4.          Maintenance of Properties.

(a)          Each Loan Party will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and condemnation and Permitted Dispositions excepted.

(b)          The Loan Parties shall use, store and maintain their Rolling Stock with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including any federal, provincial, territorial, state or other motor vehicles statutes, the requirements of the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders related thereto).

Section 5.5.          Taxes. Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all federal, and other material state, local and other Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or Tax is the subject of a Permitted Protest.

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Section 5.6.          Insurance.  Each Loan Party will, and will cause each of its Subsidiaries to, at the Borrower’s expense, (a) maintain insurance (including self-insurance) respecting each of the Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily insured (including flood insurance and insurance with respect to liability for bodily injury and property damage resulting from the operation of the Rolling Stock by the Borrower or any of its Subsidiaries) against by other Persons engaged in same or similar businesses and similarly situated and located and (b) without limiting the generality of the foregoing, the applicable Loan Parties will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the Flood Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System.  Subject to self-insurance and insurance provided by captive insurance companies, all such policies of insurance shall be with financially sound and reputable insurance companies acceptable to the Required Lenders and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to the Required Lenders (it being agreed that the amount, adequacy, and scope of the policies of insurance of the Loan Parties in effect as of the Closing Date are acceptable to the Required Lenders). All property insurance policies covering the Collateral are to be made payable to the Administrative Agent for the benefit of the Administrative Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non-contributory “lender” or “secured party” clause and are to contain such other provisions as the Administrative Agent or the Required Lenders may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies.  All certificates of property and general liability insurance are to be delivered to the Administrative Agent, with the lender’s loss payable and additional insured endorsements in favor of the Administrative Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.  If any Loan Party or its Subsidiaries fails to maintain such insurance, the Administrative Agent may arrange for such insurance, but at the Borrower’s expense and without any responsibility on the Administrative Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.  The Borrower shall give the Administrative Agent prompt notice of any loss exceeding $250,000 covered by its or its Subsidiaries’ casualty or business interruption insurance (if any).  Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies; provided, that if the Administrative Agent fails to file a claim within a reasonable time after written notice by the Borrower to the Administrative Agent of an event giving rise to such claim, then the Borrower may file such claim.

Section 5.7.          Books and Records; Inspection and Collateral Monitoring.

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(a)          Prior to the Restatement Effective Date, each Loan Party will, and will cause each of its Subsidiaries to, maintain proper books of record and account, in which full, true and correct entities consistent with the most recent audited financial statements of the Borrower and the Subsidiaries delivered to the Administrative Agent before the Closing Date shall be made of all financial transactions and other transactions involving the assets and business of the Borrower or such Subsidiary, as the case may be.  From and after the Restatement Effective Date, each Loan Party will, and will cause each of its Subsidiaries to, maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied (where applicable) shall be made of all financial transactions and other transactions involving the assets and business of the Borrower or such Subsidiary, as the case may be.

(b)          Each Loan Party will, and will cause each of its Subsidiaries to, permit the Administrative Agent, any Lender, and each of their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees (provided an authorized representative of a Loan Party shall be allowed to be present) at such reasonable times and intervals as the Administrative Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to the Borrower and during regular business hours.  Such visits and inspections shall be at the expense of the Loan Parties for up to two such visits and inspections per Fiscal Year; provided that if an Event of Default shall have occurred and be continuing, all such visits and inspections shall be at the expense of the Loan Parties.

(c)          The Loan Parties shall permit, and shall assist the Administrative Agent in, the conducting, one time per twelve month period, a full appraisal of the Rolling Stock and Real Estate of the Loan Parties (and an interim desktop appraisal once per twelve month period between such annual appraisal), which appraisal shall be conducted by a qualified independent third party reasonably satisfactory to the Administrative Agent at the expense of the Borrower in order to determine the net orderly liquidation value of such Rolling Stock and the fair market value of the Real Estate.

Section 5.8.          Compliance with Laws. Each Loan Party will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.9.          Environmental.  Each Loan Party will, and will cause each of its Subsidiaries to,

(a)          Keep any property either owned or operated by the Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

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(b)          Comply, in all material respects, with Environmental Laws and any permits issued pursuant thereto and provide to the Administrative Agent documentation of such compliance which the Administrative Agent or any Lender reasonably requests, and establish and maintain an environmental management and compliance system reasonably designed to assure and monitor continued compliance with all applicable Environmental Laws in all material respects,

(c)          Promptly notify the Administrative Agent in writing after becoming aware of any Release of Hazardous Material from or onto property owned or operated by the Borrower or its Subsidiaries that could reasonably be expected to result in any liability to the Loan Parties in excess of (x) with respect to any property that is not Collateral, $500,000 and (y) with respect to property that is Collateral, $250,000, and promptly take all Remedial Actions required to comply with applicable Environmental Law, to safeguard human health and safety, and to avoid subjecting the Collateral or Real Property to any Lien; provided that, after becoming aware of a Release of Hazardous Materials from or onto property owned or operated by the Borrower or its Subsidiaries, if any Loan Party shall fail to respond promptly to any such Release or any Loan Party shall fail to comply with any of the requirements of this Section 5.9, then the Administrative Agent on behalf of Lenders may, upon notice to the Loan Parties, but without the obligation to do so, for the sole purpose of protecting Administrative Agent’s interest in the Collateral: (i) give such notices or (ii) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Administrative Agent (or such third parties as directed by Administrative Agent) deems reasonably necessary to comply with Environmental Law or to prevent a diminution in the value of the Real Property, including actions to remediate, remove, mitigate or otherwise manage any such Release or Environmental Liability.  All reasonable costs and expenses incurred by Administrative Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended, shall be paid upon demand by Loan Parties, and until paid shall be added to and become a part of the Obligations created by the terms of this Agreement or any other agreement, and

(d)          Promptly, but in any event within 3 Business Days after its receipt thereof, provide the Administrative Agent with written notice of any of the following:  (i) notice that an Environmental Lien has been filed against any of the real or personal property of the Borrower or their respective Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against the Borrower or its Subsidiaries that could reasonably be expected to result in any liability to the Loan Parties in excess of (x) with respect to property that is not Collateral, $500,000 and (y) with respect to property that is Collateral, $250,000, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority with respect to any applicable Environmental Law that could reasonably be expected to result in liability to the Loan Parties in excess of (x) with respect to property that is not Collateral, $500,000 and (y) with respect to property that is Collateral, $250,000, and

(e)          Promptly, but in any event within 5 Business Days, after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each

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parcel of property owned or operated by the Borrower or its Subsidiaries, any existing title reports, surveys or environmental assessment reports.

Section 5.10.          Disclosure Updates.  Each Loan Party will, promptly, and in no event later than 5 Business Days after obtaining knowledge thereof, notify the Administrative Agent in writing if any written information, exhibit, or report furnished to the Administrative Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made.  The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

Section 5.11.          Formation of Subsidiaries.  Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date (including any Subsidiary formed as a result of an LLC Division), or any Subsidiary guarantees the obligations under the ABL Credit Agreement, within 10 days of such formation, acquisition or other such event (or such later date as permitted by the Required Lenders in their sole discretion) (a) cause such Subsidiary to provide to the Administrative Agent and the Lenders a joinder to the Security Agreement, together with such other security agreements (including Mortgages with respect to any Real Estate owned in fee of such Subsidiary with a fair market value greater than $250,000, as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (including being sufficient to grant the Administrative Agent a Lien (subject only to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); (b) provide, or cause the applicable Loan Party to provide, to the Administrative Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such Subsidiary in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (which pledge, if reasonably requested by the Administrative Agent or the Lead Lender, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to the Administrative Agent and the Lenders all other documentation, including one or more opinions of counsel reasonably satisfactory to the Lenders, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including surveys and policies of title insurance, ASTM E-1527-13 Phase I environmental site assessments, other Mortgage Documents, and other documentation with respect to all Mortgaged Properties); provided, however, that none of (a) – (c) will apply with respect to any new captive insurance company formed in the ordinary course of business. Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

Section 5.12.          Further Assurances.  Each Loan Party will, and will cause each of the other Loan Parties to:

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(a)          at any time upon the reasonable request of the Lead Lender (or if no Lead Lender, the Required Lenders), execute or deliver to the Administrative Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, Mortgages, ASTM E‑1527-13 Phase I environmental site assessments of Mortgaged Properties, deeds of trust, opinions of counsel, Mortgage Documents, and all other documents (the “Additional Documents”) that the Lead Lender (or if no Lead Lender, the Required Lenders) may reasonably request in form and substance reasonably satisfactory to the Lead Lender (or if no Lead Lender, the Required Lenders), to create, perfect, and continue perfected or to better perfect the Administrative Agent’s Liens with respect to the Collateral (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of the Administrative Agent in any Real Estate acquired after the Closing Date by the Borrower or any other Loan Party having a fair market value in excess of $250,000 and to cause such Liens to be insured, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents.  To the maximum extent permitted by applicable law, if the Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, the Borrower and each other Loan Party hereby authorizes the Administrative Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes the Administrative Agent to file such executed Additional Documents in any appropriate filing office.  In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as the Administrative Agent or the Lead Lender (or if no Lead Lender, the Required Lenders) may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by the Collateral, including all of the outstanding capital Equity Interests of the Borrower and its Subsidiaries (subject to exceptions and limitations contained in the Loan Documents), and

(b)          (i) at any time upon the reasonable request of the Lead Lender (or if no Lead Lender, the Required Lenders), execute or deliver to the Administrative Agent leasehold Mortgages and the other Mortgage Documents with respect to any Real Estate leases entered into after the Closing Date by the Borrower or any other Loan Party with a lessor who is an Affiliate of any Loan Party and (ii) use its commercially reasonable efforts to obtain and deliver to the Administrative Agent Collateral Access Agreements with respect to any material Real Estate leases entered into after the Closing Date by the Borrower or any other Loan Party with a lessor who is not an Affiliate of any Loan Party.

Section 5.13.          Lender Meetings.  The Loan Parties will, at the request of the Administrative Agent or any Lender (but not more frequently than once per Fiscal Quarter), within 10 days after the date of such request, hold a meeting (at a mutually agreeable location and time or, at the option of the Administrative Agent or such Lender, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous Fiscal Quarter and the financial condition of the Borrower and its Subsidiaries and the projections presented for the current Fiscal Quarter or Fiscal Year of the Borrower.

Section 5.14.          Compliance with ERISA and the Code.  Except for matters disclosed on Schedule 5.14, in addition to and without limiting the generality of Section 5.8, the

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Loan Parties and their respective Subsidiaries shall, and shall cause their respective ERISA Affiliates to, (a) comply in all respects with applicable provisions of ERISA and the Code and other applicable laws with respect to all Employee Benefit Plans and Pension Plans except as would not reasonably be expected to result in liability in excess of $250,000, (b) not take any action or fail to take action, without the prior written consent of the Administrative Agent and the Required Lenders, the result of which could result in a Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates incurring a liability in excess of $250,000 to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (c) not allow any facts or circumstances to exist with respect to one or more Employee Benefit Plans or Pension Plans that, individually or in the aggregate, reasonably could be expected to result in liability of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates, after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, in excess of the Threshold Amount, (d) not participate in any prohibited transaction that could result in a material civil penalty excise tax, fiduciary liability or correction obligation under ERISA or the Code, after deducting any amount for which a fiduciary liability or other insurance carrier has provided an unconditional written acknowledgement of liability coverage, (e) operate each Employee Benefit Plan and Pension Plan in such a manner that will not incur any material tax liability under the Code (including Section 4980B of the Code),  (f) furnish to the Administrative Agent upon the Administrative Agent’s or Lead Lender’s  (or, if no Lead Lender, the Required Lenders’) written request such additional information about any Employee Benefit Plan, Pension Plan or Multiemployer Plan for which any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates could reasonably expect to incur any liability in excess of $250,000.  With respect to each Pension Plan and each Multiemployer Plan, except as could not reasonably be expected to result in any material liability to the Loan Parties or any of their Subsidiaries or any of their respective ERISA Affiliates, the Loan Parties and their Subsidiaries and their respective ERISA Affiliates shall (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of the Code and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.

Section 5.15.          Rolling Stock.

(a)          Except with respect to Excluded Rolling Stock, each Loan Party shall at all times maintain records with respect to the Rolling Stock of the Loan Parties that is Collateral reasonably satisfactory to the Lead Lender (or if no Lead Lender, the Required Lenders), keeping correct, detailed and accurate records describing such Rolling Stock, the quality and repair records with respect thereto, and such Loan Party’s cost therefor.

(b)          (x) As soon as available, and in no event later than 60 days (or such later time period as the Lead Lender (or if no Lead Lender, the Required Lenders) shall agree in their discretion) after the Closing Date, with respect to all Rolling Stock of the Loan Parties that is Collateral on the Closing Date (other than Excluded Rolling Stock) and (y) with respect to

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Rolling Stock acquired after the Closing Date, no later than ten (10) Business Days after any Loan Party acquires any such additional Rolling Stock that is Collateral, the Borrower shall deliver to the Administrative Agent or a third party title processor designated by the Administrative Agent or the Lead Lender (or, if no Lead Lender, the Required Lenders) (a “Title Processor”): (i) copies of certificates of title for such Rolling Stock with lien notations in the Administrative Agent’s name evidencing a first priority Lien in favor of the Administrative Agent in such Rolling Stock (or equivalent Lien perfection documentation under the laws of Canada or Mexico, if applicable), or (ii) to the extent that such Lien does not already appear on any certificate of title for such Rolling Stock, evidence that the Borrower has submitted correct and complete Lien Vehicle Documentation, duly authorized, executed and delivered by the applicable Loan Party, to effect the notation of the Administrative Agent’s Lien on the original certificate of title for such Rolling Stock (or equivalent Lien perfection documentation under the laws of Canada or Mexico, if applicable) and evidence of receipt of such applications by the appropriate Department of Motor Vehicles or other Governmental Authority acknowledging receipt of such applications, with a certification from the Borrower that, to its knowledge, such applications comply with the requirements of such Governmental Authority.  The Borrower shall cooperate with the Administrative Agent and any Title Processor, and promptly take such actions as are reasonably required by the Administrative Agent, Lead Lender (or, if no Lead Lender, the Required Lenders) or such Title Processor for the purpose of perfecting the Liens of the Administrative Agent in all such Vehicles. For the avoidance of doubt, the Loan Parties shall be responsible for paying or reimbursing the Administrative Agent, as applicable, for all fees, costs and other expenses incurred in connection with perfecting the Liens of the Administrative Agent on such Vehicles.

(c)          Subject to Section 5.15(b), the Borrower shall deliver or cause to be delivered to a Title Processor the original certificates of title for all Rolling Stock of the Loan Parties that is Collateral (other than Excluded Rolling Stock), and such Title Processor shall thereafter hold all such certificates of title as the bailee of the Administrative Agent on terms and conditions reasonably acceptable to the Administrative Agent and the Required Lenders (including arrangements to release such certificates of title and the Administrative Agent’s Lien recorded thereon in connection with any permitted sale or Disposition of such Rolling Stock).

(d)          Each Loan Party will keep the Rolling Stock of such Loan Party that is Collateral only within the United States, Canada, and Mexico.

(e)          With respect to all Rolling Stock and also including serial number goods, serial numbered goods, motor vehicles and road vehicles (in each case, within the meaning of the PPSA) at any time (i) owned by any Canadian Loan Party or (ii) located or operated in Canada prior to or as at the Closing Date (in this Section 5.15(e), a “Canadian Motor Vehicle”), the Borrower shall (a) have provided to the Administrative Agent the vehicle identification number for such Canadian Motor Vehicles and all other information required to list Canadian Motor Vehicles in PPSA financing statements including make, model and year of such Canadian Motor Vehicles (collectively, the “Required Canadian Motor Vehicle Info”) and (b) financing statements or financing change statements satisfactory to the Administrative Agent listing the Required Canadian Motor Vehicle Info for all such Canadian Motor Vehicles shall have been registered

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under the PPSA in all applicable provinces and/or territories as determined by the Administrative Agent in its discretion.  With respect to all Canadian Motor Vehicles acquired by a Loan Party after the Closing Date, the Borrower shall promptly or shall cause the applicable Loan Party to promptly, and in any event within 10 days following the date of acquisition of any additional Canadian Motor Vehicle(s), (a) provide written notice to the Administrative Agent of such acquisition of such Canadian Motor Vehicle and all Required Canadian Motor Vehicle Info for each such Canadian Motor Vehicle and (b) file or caused to be filed such financing statements or financing change statements under each applicable PPSA to include the Required Canadian Motor Vehicle Info for each such Canadian Motor Vehicle (for certainty, the Borrower shall deliver or cause to be delivered to the Administrative Agent by the applicable Loan Party a draft of any such financing statements or financing change statements prior to the registration of any such financing statements or financing change statements and the Borrower shall not complete any such filings without the prior written consent of the Administrative Agent (acting at the direction of the Lead Lender (and if no Lead Lender, the Required Lenders)).

Section 5.16.          Driver Payables.  Pay all Driver Payables before the same become delinquent, except to the extent that the validity thereof shall be the subject of a Permitted Protest or the delinquent amount is immaterial, individually and in the aggregate for all such delinquent amounts.

Section 5.17.          Reserved.

Section 5.18.          Pledged Accounts and Collateral Account.

(a)          The Borrower shall cause the Loan Parties to grant and maintain perfected Liens (subject only to Permitted Liens and the Intercreditor Agreement) in favor of the Administrative Agent in all deposit and disbursement accounts, and all securities accounts, of the Loan Parties pursuant to Control Account Agreements, other than the Excluded Accounts.  The Borrower shall not, and shall not cause or permit any Subsidiary thereof to, accumulate or maintain cash in payroll accounts as of any date of determination in excess of $50,000 over the amount of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements.  The Borrower shall promptly notify the Administrative Agent in writing of the opening of any deposit, disbursement or securities accounts.  Notwithstanding the foregoing, the Borrower and the Loan Parties shall be permitted to close deposit and disbursement accounts and securities accounts that are determined in good faith to be no longer useful to the business of the Borrower and its Subsidiaries; provided that, to the extent such accounts were subject to a Control Account Agreement, any cash and other assets contained in such accounts shall be transferred to another account that is subject to a Control Account Agreement.

(b)          Each Loan Party will, and will cause each of its Subsidiaries to, deposit, or cause to be deposited, within two (2) Business Days after receipt thereof any proceeds of Term Loan Collateral into the Collateral Account.

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Section 5.19.          Post Closing.  The Borrower shall deliver to the Administrative Agent each of the items set forth on Schedule 5.19 within the timeframes set forth therein.

Section 5.20.          Quebec Matters.  Excluding Canadian Motor Vehicles which are in the process of transporting and which are of a type of collateral that are normally used in more than one jurisdiction, the Borrower shall not permit the Loan Parties (or any one or more of them) to have personal property located in the Province of Quebec at any time or from time to time which when taken together has a fair market value which exceeds the Quebec Personal Property Cap Amount unless and until (i) the Borrower causes all such Loan Parties with personal property/movable property located in the Province of Quebec to deliver to the Administrative Agent Quebec governed law security documents in form and substance satisfactory to the Administrative Agent and the Lenders, (ii) such security documents or notice thereof have been registered against each such applicable Loan Party under the PPSA with the priority required hereunder, (iii) the Borrower has caused all such applicable Loan Parties to deliver to the Administrative Agent and the Lenders in form and substance satisfactory to the Administrative Agent and the Lenders (a) officer’s certificates and resolutions addressing standard matters and (b) opinion letters from Canadian counsel for such Loan Parties including without limitation from Quebec counsel for such Loan Parties opining as to the enforceability of such Quebec governed law security documents, the grant of a valid Lien thereunder, and all actions having been taken to perfect and/or render opposable against all other Persons the Lien granted thereunder.

Section 5.21.          DPA Payments.  During the term hereof, (a) so long as no Event of Default shall have occurred and be continuing, and (b) contemporaneously with the delivery to the Administrative Agent and the Lenders of audited annual financial statements pursuant to Section 5.1(a), commencing with the delivery to the Administrative Agent and the Lenders of the financial statements for the Fiscal Year ended June 30, 2020, the Borrower shall make (or cause the Loan Parties to make) the payments required under the DPA in an amount not greater than the greater of (i) 12.5% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year; and (ii) 50% of the Excess Cash Flow of the Borrower and its Subsidiaries for such Fiscal Year remaining after paying the Lenders the mandatory prepayment under Section 2.5(c)(i), if and to the extent the percentage referenced in that Section is amended to be lower than 75.0%.

Section 5.22.          Board Observation Rights.The Administrative Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular, quarterly meeting (a “BOD Meeting”) of the Board of Directors of the Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Borrower (or its direct or indirect ultimate parent holding company) or any of its Subsidiaries at any such meetings.  The Board Observer shall be timely notified of the time and place of any BOD Meetings (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries at such meeting as if the Board Observer were a member thereof.  Such notice shall describe in reasonable detail the

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nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting).  Each Board Observer may be excluded from meetings (or a portion thereof) and materials provided to such observer in connection with such meetings may be redacted to the extent that the Board of Directors determines in good faith that such exclusion (or redaction) is required (i) to preserve an attorney-client or accountant-client or any other available privilege or (ii) to avoid a conflict of interest on the part of the Administrative Agent or any Lender or such Board Observer; provided, that in any such event the Administrative Agent is given notice of such exclusion or redaction, as the case may be.  Subject to the foregoing sentence, the Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Borrower (or its direct or indirect ultimate parent holding company) and any of its Subsidiaries in anticipation of or at such meeting (whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and proceedings and information confidential in accordance with Section 10.11 of this Agreement.  The Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its  participation in any such BOD Meeting.

Section 5.23.          Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions.

(a)          The Loan Parties shall comply, and cause each of its Subsidiaries to comply, with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(b)          No Loan Party nor, to the knowledge of any Loan Party, any director, officer, employee or any Person acting on behalf of any Loan Party will engage in any activity that would breach any Anti-Corruption Law.

(c)          The Loan Parties shall promptly notify the Administrative Agent of any action, suit or investigations by any court or Governmental Authority in relation to an alleged breach of any Anti-Corruption Law.

(d)          The Loan Parties shall not directly or indirectly use, lend or contribute the proceeds of any Loan for any purpose that would breach any Anti-Corruption Law.

(e)          Each Loan Party, and each officer, employee or director, acting on behalf of the Loan Party is (and will take no action which would result in any such Person not being) in compliance with (A) all applicable OFAC rules and regulations, (B) all applicable United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other reasonable internationally respected national autonomous sanctions, embargos and trade restrictions and (C) all applicable provisions of the USA PATRIOT  Act.  In addition, none of the activities or business of any Loan Party includes any kind of activities or business of or with any Person or in any country or territory that is subject to any Sanctions.

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(f)          In order to comply with the “know your customer/borrower” requirements of the Anti-Money Laundering Laws, promptly provide to the Administrative Agent upon its reasonable request from time to time (A) information relating to individuals and entities affiliated with any Loan Party that maintain a business relationship with the Administrative Agent, and (B) such identifying information and documentation as may be available for such Loan Party in order to enable the Administrative Agent or any Lender to comply with Anti-Money Launder Laws.

The covenant in this Section 5.23 shall not be made by nor apply to any Canadian Loan Party in so far as such covenant would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any other applicable law in effect in Canada from time to time.

ARTICLE VIFINANCIAL COVENANTS

The Borrower covenants and agrees that so long as any Obligation remains unpaid or outstanding:

Section 6.1.          Lease Adjusted Leverage Ratio.  The Borrower will maintain a Lease Adjusted Leverage Ratio of not greater than the ratio set forth opposite the applicable Fiscal Quarter in the table below (in each case for the period then ending and using the measurement method for Consolidated EBITDAR indicated in in the table below):

Fiscal Quarter	Lease Adjusted Leverage Ratio	Measurement Method
September 30, 2019	12.00 to 1.00	Consolidated EBITDAR for such Fiscal Quarter x 4
December 31, 2019	9.00 to 1.00	Consolidated EBITDAR for the two Fiscal Quarters then ending x 2
March 31, 2020	9.75 to 1.00	Consolidated EBITDAR for the three Fiscal Quarters then ending x 4/3
June 30, 2020	9.00 to 1.00	Consolidated EBITDAR for the four Fiscal Quarters then ending (and to be used hereafter)
September 30, 2020	7.25 to 1.00
December 31, 2020	6.50 to 1.00
March 31, 2021	6.25 to 1.00
June 30, 2021	6.00 to 1.00
September 30, 2021	5.50 to 1.00
December 31, 2021	5.00 to 1.00

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March 31, 2022	4.75 to1.00
June 30, 2022	4.50 to 1.00

Section 6.2.          Capital Expenditures.  The Borrower and its Subsidiaries will not permit Consolidated Net Capital Expenditures to exceed the amounts set forth in the table below for the periods set forth in the table below opposite such amounts (for any such period, the “Capital Expenditure Limitation”):

Period	Capital Expenditures
Fiscal Year ended June 30, 2020	$299,000,000
Fiscal Year ended June 30, 2021	$87,000,000
Fiscal Year ended June 30, 2022	$50,000,000

provided, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, to the extent the Borrower and its Subsidiaries do not expend the entire Capital Expenditure Limitation in any period set forth above, the Borrower and its Subsidiaries may carry forward up to 100% of such unused amount to the immediately succeeding period set forth above (the “Carry-Over Amount”).  Consolidated Net Capital Expenditures made by the Borrower and its Subsidiaries in any period shall be deemed to reduce first, the amount set forth in the table above for such period, and then, the Carry-Over Amount.

Section 6.3.          Fixed Charge Coverage Ratio.  The Borrower and its Subsidiaries will not permit the Fixed Charge Coverage Ratio to be less than the ratio set forth opposite the applicable Fiscal Quarter in the table below (in each case for the period then ending and using the measurement method for Consolidated EBITDA and Consolidated Fixed Charges indicated in in the table below):

Fiscal Quarter	Fixed Charge Coverage Ratio	Measurement Method
September 30, 2019	0.20 to 1.00	Consolidated EBITDA and Consolidated Fixed Charges for such Fiscal Quarter x 4
December 31, 2019	0.40 to 1.00	Consolidated EBITDA and Consolidated Fixed Charges for the two Fiscal Quarters then ending x 2
March 31, 2020	0.45 to 1.00	Consolidated EBITDA and Consolidated Fixed Charges for the three Fiscal Quarters then ending x 4/3
June 30, 2020	0.55 to 1.00	Consolidated EBITDA and Consolidated Fixed Charges for the four Fiscal Quarters then ending (and to be used hereafter)
September 30, 2020	0.65 to 1.00
December 31, 2020	0.70 to 1.00
March 31, 2021	0.75 to 1.00

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June 30, 2021	0.75 to 1.00
September 30, 2021	0.75 to 1.00
December 31, 2021	0.75 to 1.00
March 31, 2022	0.75 to 1.00
June 30, 2022	0.75 to 1.00

Section 6.4.          Minimum Liquidity.  The Borrower will not permit Liquidity to be to be less than the amount set forth opposite the applicable Fiscal Quarter in the table below at any time during the applicable Fiscal Quarter:

Fiscal Quarter	Liquidity
September 30, 2019	$10,000,000
December 31, 2019	$12,500,000
March 31, 2020	$12,500,000
June 30, 2020	$12,500,000
September 30, 2020	$15,000,000
December 31, 2020	$15,000,000
March 31, 2021	$15,000,000
June 30, 2021	$15,000,000
September 30, 2021	$15,000,000
December 31, 2021	$15,000,000
March 31, 2022	$15,000,000
June 30, 2022	$15,000,000

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ARTICLE VIINEGATIVE COVENANTS

The Borrower covenants and agrees that so long as any Obligation remains unpaid or outstanding:

Section 7.1.          Indebtedness.  Each Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume, suffer to exist, guarantee, issue or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, any Disqualified Equity Interests, except for Permitted Indebtedness.  Notwithstanding anything to the contrary, each Loan Party will not create, incur, assume, suffer to exist, guarantee, issue or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness that is subordinated or junior in right of payment to any other Indebtedness of the Loan Parties, unless such Indebtedness is also subordinated or junior in right of payment, in the same manner and to the same extent, to the Obligations.

Section 7.2.          Liens.  Each Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

Section 7.3.          Restrictions on Fundamental Changes.  Each Loan Party will not, and will not permit any of its Subsidiaries to,

(a)          enter into any merger, consolidation, reorganization, LLC Division or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided that the Borrower must be the surviving entity of any such merger to which it is a party and a Loan Party organized in the United States shall be the surviving entity of any such merger with a Loan Party not organized in the United States to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of the Borrower, in each case that are not Loan Parties,

(b)          liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Excluded Entities or non-operating Subsidiaries of the Borrower with nominal assets, (ii) the liquidation or dissolution of a Loan Party (other than the Borrower) or any of its wholly owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of the Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of the Administrative Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of the Borrower that is not liquidating or dissolving, or

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(c)          suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 7.4.

Section 7.4.          Disposal of Assets.  Other than Permitted Dispositions or transactions expressly permitted by Sections 7.3 or 7.9, each Loan Party will not, and will not permit any of its Subsidiaries to, convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of), including by operation or as a result of an LLC division, any of its or their assets  or permit any of its Subsidiaries to issue Equity Interests.

Section 7.5.          Nature of Business.  Each Loan Party will not, and will not permit any of its Subsidiaries to, make any change in the nature of its or their business conducted by the Borrower and its Subsidiaries on the date hereof, or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided that the foregoing shall not prevent the Borrower and its Subsidiaries from engaging in any business that is reasonably related or incidental to its or their business or from engaging in a Permitted Disposition.

Section 7.6.          Prepayments and Amendments.  Each Loan Party will not, and will not permit any of its Subsidiaries to,

(a)         Except in connection with Refinancing Indebtedness permitted by Section 7.1; provided that any Refinancing Indebtedness of the ABL Credit Agreement shall be in accordance with the provisions of the Intercreditor Agreement,

(i)         optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of the Borrower or its Subsidiaries in respect of borrowed money or Capital Lease Obligations, other than (A) the Obligations in accordance with this Agreement, (B) the ABL Credit Agreement, or (C) Indebtedness owed to a Loan Party, or

(ii)        make any payment on account of Indebtedness (A) held by an Affiliate of a Loan Party (other than another Loan Party) or (B) that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions;

provided, that this clause (a) shall not apply to secured Indebtedness (including Capital Lease Obligations) that becomes due as a result of the sale or transfer of, or casualty or condemnation event with respect to, the property or assets securing such Indebtedness if (in the case of a sale or transfer) such sale or transfer is permitted hereunder and such Indebtedness is repaid on or prior to three Business Days after the receipt of proceeds therefrom.

(b)          Directly or indirectly, amend, modify, or change any of the terms or provisions of

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(i)           the ABL Credit Agreement, other than in accordance with the terms of the Intercreditor Agreement,

(ii)         any agreement, instrument or document relating to any Subordinated Indebtedness in violation of the subordination provisions thereof or any subordination agreement with respect thereto, or

(iii)        the governing documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

Section 7.7.         Restricted Payments.  Each Loan Party will not, and will not permit any of its Subsidiaries to, make any Restricted Payment; provided that,

(a)          each Subsidiary may make Restricted Payments to Borrower, Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)          Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the cash proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(c)          Any Loan Party may make Restricted Payments to current and former employees, officers or directors of such Loan Party (including any spouses, ex-spouses or estates of any of the foregoing) on account of redemptions of Equity Interests of such Loan Party held by such Persons (including, without limitation, such Restricted Payments made to satisfy any applicable tax withholding obligation on such Person with respect to the grant, vesting and/or exercise of such Equity Interests), provided that (i) such Restricted Payments are permitted by law, (ii) on the date any such Restricted Payment is made, and after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing or would result therefrom, and (iii) the aggregate amount of such Restricted Payments by any Loan Party during any calendar year occurring during the term of this Agreement does not exceed $250,000 in any calendar year, plus any unused amounts from immediately preceding calendar year;

(d)          To the extent constituting Restricted Payments, any Loan Party may make a Permitted Investment;

(e)          Any Loan Party may make any dividend or other payment or distribution (including by operation or as a result of an LLC Division) to another Loan Party;

(f)          Any Loan Party may make any other payments necessary to give effect to any conversion of Warrants pursuant to the Warrant Agreement; and

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(g)          To the extent constituting Restricted Payments, any Loan Party may make any payments to the extent permitted under Section 7.6.

Section 7.8.          Accounting Methods.  Each Loan Party will not, and will not permit any of its Subsidiaries to, modify or change its Fiscal Year or its method of accounting (other than as may be required or permitted to conform to GAAP and subject to Section 1.2).

Section 7.9.          Investments.  Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment (including by operation or as a result of an LLC Division) except for Permitted Investments.

Section 7.10.          Transactions with Affiliates.  Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of the Borrower or any of its Subsidiaries except for:

(a)          transactions between or among the Borrower and any Guarantor or between or among the Guarantors;

(b)          transactions with any holder of Warrants pursuant to the Warrant Agreement and any other agreements or transactions contemplated thereby,

(c)          payment of reasonable compensation to directors, officers and employees for services actually rendered or relating to severance or similar payments and entry into employment or director compensation contracts with respect thereto (including modifications of such contracts),

(d)          loans and advances permitted under clause (m) of the definition of Permitted Investments,

(e)          transactions with Affiliates upon fair and reasonable terms no less favorable than would be obtained in a comparable arm’s length transaction with a non-Affiliate, and fully disclosed to Administrative Agent if in excess of $250,000 (including the transactions described on Schedule 7.10),

(f)          indemnification of directors, officers and employees in connection with services rendered in such capacities to the extent required or permitted under applicable corporate law (including advancement of expenses in respect of such indemnification);

(g)          Customary non-disclosure agreements and standstill agreements with holders of 10% of more of the Borrower’s Equity Interests that do not involve any monetary obligations of the Borrower or any of its Subsidiaries;

(h)          any issuances of Qualified Equity Interests or other payments, awards or grants in cash, securities or otherwise made to officers, directors, employees, or consultants

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pursuant to employment agreements, stock options and stock ownership plans of the Borrower approved by the Borrower’s board of directors or a committee thereof; and

(i)          transactions with any Lender pursuant to this Agreement and any other Loan Document.

Section 7.11.          Margin Regulations; Investment Company Act.  The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the meaning of Investment Company Act of 1940.

Section 7.12.         Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by the Borrower, or issuance by a Subsidiary of the Borrower to a Loan Party, each Loan Party will not, and will not permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests, other than in connection with the Transactions.

Section 7.13.          DPA.  No Loan Party will, or permit any Subsidiary to, directly or indirectly, amend or otherwise modify the DPA in any manner that is adverse to any Loan Party or increases the obligations of any Loan Party thereunder without the prior written consent of the Administrative Agent.

Section 7.14.          Employee Benefits; Environmental.  Each Loan Party will not, and will not permit any of its Subsidiaries to:

(a)          Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan in a manner, or take any other action with respect to any Pension Plan, which could reasonably be expected to result in any liability of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates to the PBGC.

(b)          Fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Employee Benefit Plan or Pension Plan, agreement relating thereto or applicable law, any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates are required to pay if such failure could reasonably be expected to result in liability to any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates in excess of the Threshold Amount.

(c)          Acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to a Loan Party or any of its Subsidiaries or their respective ERISA Affiliates if such Person sponsors, maintains or contributes to (or has an obligation to contribute to), or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Pension Plan or (ii) any Multiemployer Plan.

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(d)          Establish or permit any ERISA Affiliate to establish, any Pension Plan, or contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any Multiemployer Plan.

(e)          Amend, or permit any ERISA Affiliate to amend, a Pension Plan resulting in a material increase in current liability such that a Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates is required to provide security to such Pension Plan under the Code.

(f)          Take any action, or permit any ERISA Affiliate to take any action, that could reasonably be expected to result in an ERISA Event.

(g)          Permit the use, handling, generation, storage, treatment, Release or disposal of Hazardous Materials at any property owned, leased or operated by it or any of its Subsidiaries, except in compliance in all material respects with Environmental Laws.

Section 7.15.          Sale and Leaseback Transactions.   The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transactions, except for the following:  (a) sales and short-term rentals (which rentals shall be less than 90 days for each unit) of Rolling Stock in connection with the orderly disposition and replacement of Rolling Stock in the ordinary course of business, (b) sales and leasebacks of Rolling Stock consisting of dual plated tractors used in the “Jag US” business, not to exceed 67 tractors after the Closing Date, and (c) sales and leasebacks of Rolling Stock used in the “FTL” business not to exceed 60 tractors after the Closing Date.

Section 7.16.          Restrictive Agreements.  Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties as contemplated by the Loan Documents, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee the Obligations of the Borrower or any other Subsidiary as contemplated by the Loan Documents or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by law, by this Agreement, any other Loan Document (including the Intercreditor Agreement) or the ABL Credit Agreement (and related documents) as in effect on the Closing Date, (ii) clause (a) shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (iii) clause (b) shall not apply to customary provisions in bylaws or operating agreements of Subsidiaries of the Loan parties that require the approval of the board of directors or equivalent governing body for the payment of dividends so long as Borrower has the ability, directly or indirectly, to cause any such requirement to be met, or to restrictions on transfers on assets that are subject to Permitted Liens pursuant to the documents creating such Permitted Liens.

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Section 7.17.          Hedging Transactions.  Each Loan Party will not, and will not permit any of its Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which any Loan Party or any Subsidiary thereof is exposed in the conduct of its business or the management of its liabilities.  Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any Equity Interest or any Indebtedness or (ii) as a result of changes in the market value of any Equity Interest or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

Section 7.18.          Sanctioned Persons; Anti-Corruption Laws; Anti-Money Laundering Laws..  The Borrower shall not

(a)          Conduct, or permit any of its Subsidiaries to conduct, any business or engage in any transaction or deal with or for the benefit of any Sanctioned Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of any Sanctioned Person; or

(b)          Use, or permit any of its Subsidiaries to use, directly or indirectly, any of the proceeds of any Loan, (A) to fund any activities or business of or with any Sanctioned Person or in any other manner that would result in a violation of any Sanctions by any Person (including by any Person participating in any Loan, whether as underwriter, advisor, investor or otherwise), or (B) for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.

ARTICLE VIIIEVENTS OF DEFAULT

Section 8.1.          Events of Default.  If any of the following events (each an “Event of Default”) shall occur:

(a)          the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or

(b)          the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Section 8.1), payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; or

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(c)          any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect (other than any representation or warranty that is expressly qualified by a Material Adverse Effect or other materiality, in which case such representation or warranty shall prove to be incorrect in any respect) when made or deemed made or submitted; or

(d)          the Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.3 (with respect to the Borrower’s existence), 5.4, 5.5, 5.6, 5.7, 5.8, 5.11, 5.13, 5.15, 5.16, 5.17, 5.18, 5.19, 5.21 or 5.22, Articles VI or VII; or

(e)          any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan Document, and such failure shall remain unremedied for 15 days after the earlier of (i) any officer of any Loan Party becomes aware of such failure, or (ii) notice thereof shall have been given to a Loan Party by the Administrative Agent or the Required Lender; or

(f)          the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of, or premium or interest on, any Material Indebtedness (including equipment financing or capital lease arrangements) or Indebtedness under the ABL Credit Agreement that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Material Indebtedness or Indebtedness under the ABL Credit Agreement; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Material Indebtedness (excluding equipment financing or capital lease arrangements) or Indebtedness under the ABL Credit Agreement and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness or the Indebtedness under the ABL Credit Agreement; or any such Material Indebtedness (excluding equipment financing or capital lease arrangements) or the Indebtedness under the ABL Credit Agreement shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or the occurrence of any breach, default, condition, or event with respect to any equipment financing or capital lease arrangement with an outstanding principal amount in excess of $500,000 if, as a result thereof, the applicable equipment financing provider or lessor pursues any remedies against the Borrower or any Subsidiary (including, without limitation, repossessing the applicable equipment or initiating legal proceedings to obtain possession of the applicable equipment); or

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(g)          the Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Laws now or hereafter in effect or seeking the appointment of a custodian, trustee, interim receiver, receiver, receiver manager, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section 8.1, (iii) apply for or consent to the appointment of a custodian, trustee, interim receiver, receiver, receiver manager, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or

(h)          an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or any substantial part of its assets, under any Debtor Relief Laws now or hereafter in effect or (ii) the appointment of a custodian, trustee, interim receiver, receiver, receiver manager, liquidator or other similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 45 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(i)          the Borrower or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

(j)          an ERISA Event occurs which has resulted or could reasonably be expected to result, individually or in the aggregate, in liability of any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates in an aggregate amount exceeding the Threshold Amount; or a Canadian Loan Party or any Subsidiary of any Canadian Loan Party establishes or otherwise acquires any liability in respect of the establishment of a new Employee Benefit Plan or Foreign Plan in Canada; or

(k)          any judgment or order for the payment of money in excess of $500,000, after taking into account independent third-party insurance (including the applicable self-insurance component) as to which the insurer has not denied coverage, and available insurance proceeds from captive insurance companies, shall be rendered against the Borrower or any Subsidiary and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(l)          any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m)          a Change in Control shall occur or exist; or

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(n)          the Borrower or any of its Subsidiaries is enjoined, restrained or in any way prevented by the order of any court or any Governmental Authority from conducting, or otherwise ceases to conduct for any reason whatsoever, all or any material part of its business for more than 15 days; or

(o)          any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than 15 consecutive days, the cessation or substantial curtailment of revenue-producing activities at any facility of the Borrower of any of its Subsidiaries, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect; or

(p)          the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by the Borrower or any of its Subsidiaries, if such loss, suspension, revocation or failure to renew could reasonably be expected to have a Material Adverse Effect; or

(q)          the indictment of the Borrower or any of its Subsidiaries, or any senior officer thereof, under any criminal statute, or commencement, or threatened commencement, of criminal or civil proceedings against the Borrower or any of its Subsidiaries, or any senior officer thereof, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture to any Governmental Authority of any material portion of the property of a Loan Party; or

(r)          any provision of the Security Agreement or any other Collateral Document shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party, or any Loan Party shall so state in writing, or any Loan Party shall seek to terminate its obligations under the Security Agreement or any other Collateral Document (other than the release of any Loan Party from its obligations under the Security Agreement or any other Collateral Document permitted pursuant to Section 9.11); or

(s)          (i) any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Subordinated Indebtedness, (ii) any Indebtedness other than the Obligations and the obligations under the ABL Credit Agreement shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Subordinated Indebtedness, (iii) any holder of Subordinated Indebtedness shall fail to perform or comply with any of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness, or (iv) any of the subordination provisions of the documents evidencing or governing any Subordinated Indebtedness shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness; or

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(t)          subject to perfection actions that are expressly permitted to occur after the Closing Date under the Loan Documents, any Lien or Liens purported to be created under the Security Agreement or any other Collateral Document shall fail or cease to be valid and perfected as to Collateral having an aggregate fair market value in excess of $500,000, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral (regardless of amount), with the priority required by the Security Agreement or the applicable Loan Document (other than the release of any Collateral under the Security Agreement or any other Collateral Document permitted pursuant to Section 9.11); or

(u)          the Borrower or any of its Subsidiaries shall be in breach or violation of (i) the DPA or (ii) the Borrower’s consent to a final judgement with the SEC entered into April 24, 2019 if, in the case of this clause (ii), such breach or violation would permit the SEC to commence an enforcement action or similar proceedings against the Borrower;

then, and in every such event (other than an event described in clause (g) or (h) of this Section 8.1) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:  (i) declare the principal of and any accrued interest and premium (including the Applicable Premium) on the Loans, and all fees, and all other Obligations owing hereunder, to be, whereupon the same shall become, due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) exercise all remedies contained in any other Loan Document, and (iii) exercise any other remedies available at law or in equity; provided that, if an Event of Default specified in either clause (g) or (h) shall occur, the principal of the Loans then outstanding, together with accrued interest and premium (including the Applicable Premium) thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 8.2.          Application of Proceeds.  Any amount or payment received by any Secured Party from any Loan Party or from the proceeds of Collateral (subject to the terms of the Intercreditor Agreement) following (i) any acceleration of the Obligations under this Agreement or (ii) at the direction of the Administrative Agent or the Required Lenders after any Event of Default, shall be applied as follows:

(a)          first, to the fees, indemnities and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

(b)          second, to the interest due and payable on any Protective Advances, until the same shall have been paid in full;

(c)          third, to the principal due and payable on any Protective Advances, until the same shall have been paid in full;

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(d)          fourth, to all reimbursable expenses, if any, of the Term A Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Term A Lenders in proportion to the unpaid amounts thereof;

(e)          fifth, to the fees (other than the Applicable Premium) in respect of the Term A Loans due and payable to the Term A Lenders under Section 2.17 of this Agreement and accrued and unpaid interest in respect of the Term A Loans then due and payable hereunder, until the same shall have been paid in full;

(f)          sixth, to the Term A Lenders in an amount equal to the unpaid principal on the Term A Loans, until the same shall have been paid in full;

(g)          seventh, to all reimbursable expenses, if any, of the Term B Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Term B Lenders in proportion to the unpaid amounts thereof;

(h)          eighth, to the fees (other than the Applicable Premium) in respect of the Term B Loans due and payable to the Term B Lenders under Section 2.17 of this Agreement and accrued and unpaid interest in respect of the Term B Loans then due and payable hereunder, until the same shall have been paid in full;

(i)          ninth, to the Term B Lenders in an amount equal to the unpaid principal on the Term B Loans, until the same shall have been paid in full;

(j)          tenth, ratably to pay the Obligations in respect of any Applicable Premium on the Term A Loans then due and payable to the Term A Lenders until paid in full

(k)          eleventh, ratably to pay the Obligations in respect of any Applicable Premium on the Term B Loans then due and payable to the Term B Lenders until paid in full;

(l)          twelfth, to any other Obligations until paid in full; and

(m)          thirteenth, any surplus then remaining shall be paid to the applicable Loan Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

All amounts allocated pursuant to the foregoing clauses fifth, sixth, eighth, ninth, tenth, and eleventh to the Term A Lenders or the Term B Lenders, as the case may be, as a result of amounts owed to such Lenders under the Loan Documents shall be allocated among, and distributed to, such Lenders, as applicable, pro rata based on their respective Pro Rata Shares.

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ARTICLE IXTHE AGENT

Section 9.1.          Appointment of Administrative Agent.

(a)          Each Lender irrevocably appoints Blue Torch Finance, LLC, as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto.  The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects, so long as such selection was made in the absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction). Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, all of which duties and responsibilities are administrative in nature, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)          In addition, for Mexican law purposes, each Lender hereby grants to Blue Torch Finance, LLC, as agent, a comisión mercantil con representación in accordance with Articles 273, 274, and other applicable articles of the Commerce Code of Mexico (Código de Comercio) to act on its behalf as its agent in connection with this Agreement and the Loan Documents, in the terms and for the purposes set forth in this Article IX.

(c)          To the extent any agreement or document is required herein or in any other Loan Document to be satisfactory or acceptable (or reasonably satisfactory or reasonably acceptable) to, or approved by, the Lead Lender, the Lenders hereby authorize and direct the

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Administrative Agent to enter into such agreement or document if the Lead Lender provides notice to the Administrative Agent that such agreement or document is satisfactory or acceptable to, or approved by, the Lead Lender.

Section 9.2.          Nature of Duties of Administrative Agent.  The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Administrative Agent by a Loan Party or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the existence, value or collectability of the Collateral, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or (vi) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.  The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

Section 9.3.          Lack of Reliance on the Administrative Agent.  Each of the Lenders acknowledges that it has, independently and without reliance upon the Administrative

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Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 9.4.          Certain Rights of the Administrative Agent.  If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders. Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate.  Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where permitted by the terms of this Agreement.

Section 9.5.          Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person.  The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

Section 9.6.          The Administrative Agent in its Individual Capacity.  If the entity serving as the Administrative Agent is a Lender hereunder, then it shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity.  The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

Section 9.7.          Successor Administrative Agent.

(a)          The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower.  Upon any such resignation, the Required Lenders shall

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 have the right to appoint a successor Administrative Agent in consultation with the Borrower, provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent.  No Person shall become a successor Administrative Agent unless and until it has agreed in writing to be bound by the terms and provisions of the Intercreditor Agreement as if such Person were an original party thereto and delivered a copy of such writing to the ABL Administrative Agent.

(b)          Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents.  If within 45 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above.  After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

(c)          The Required Lenders may at any time by written notice thereof to the Administrative Agent and the Borrower remove the Administrative Agent.  The Required Lenders shall have the right, in consultation with the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  After the removal hereunder and under the other Loan Documents by the retiring Administrative Agent, the provisions of this Article and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent and its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(d)          Notwithstanding the foregoing clauses (b) and (c), a retiring Administrative Agent shall continue in its obligations to hold collateral security on behalf of the Secured Parties until such time as a successor Administrative Agent is appointed.  Upon the

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appointment of such successor Administrative Agent, the retiring Administrative Agent shall, at the expense of the Borrower, deliver all collateral then in its possession to such successor Administrative Agent, and assist such successor Administrative Agent in transferring, amending or otherwise updating any public filings made to perfect or otherwise make public the security interests and Liens of the Administrative Agent and the other holders of the Obligations.

Section 9.8.          Administrative Agent May File Proofs of Claim.

(a)          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, concurso mercantil, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)          to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 10.3) allowed in such judicial proceeding; and

(ii)          to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

(b)          Any custodian, interim receiver, receiver, receiver manager, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 10.3.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.9.          Collateral Documents.  The Administrative Agent is hereby authorized to enter into the Collateral Documents (including without limitation supplements to the Security Agreement) and the parties hereto acknowledge that such Collateral Documents are binding upon them.  Each Lender hereby authorizes and instructs the Administrative Agent to enter into the Collateral Documents.

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Section 9.10.          Collateral and Guaranty Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:

(a)          to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations as to which no claim has been asserted) or (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to any person that is not the Borrower or a Subsidiary of the Borrower, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.2; and

(b)          to release any Guarantor from its obligations under the applicable Collateral Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the applicable Collateral Documents pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent is authorized, at the Borrower’s expense, to execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the Liens granted under the applicable Collateral Documents, or to release such Loan Party from its obligations under the applicable Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section (and the Administrative Agent may conclusively rely on a certificate provided by the Borrower that the transaction giving rise to such release is permitted under the Loan Documents).

Section 9.11.          Right to Realize on Collateral and Enforce Guarantee.  Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Collateral Documents, it being understood and agreed that all powers, rights and remedies hereunder under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other Disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other Disposition and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale or other Disposition.

Section 9.12.          No Reliance on Administrative Agent’s Customer Identification Program.  Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates

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nor any Participant, may rely on the Administrative Agent to carry out such Lender’s, Affiliate’s or Participant’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents, the Transactions or the other transactions hereunder or contemplated hereby:  (a) identity verification procedures; (b) recordkeeping; (c) comparisons with government lists; (d) customer notices; or (e) other procedures required under the CIP Regulations or such other laws.

Section 9.13.          Administrative Agent as Hypothecary Representative (fondé de pouvoir).  Without limiting the power of the Administrative Agent hereunder or under any other Loan Document, each of the Loan Parties hereby acknowledges that for the purposes of holding any hypothec granted or to be granted by the Borrower or any Guarantor under any deed of hypothec (“Deed of Hypothec”) pursuant to the laws of the Province of Quebec to secure payment of any obligation under this Agreement or any other Loan Document entered into by the Borrower or any Guarantor, the Administrative Agent is hereby appointed to act as the hypothecary representative (fondé de pouvoir) pursuant to Article 2692 of the Civil Code of Quebec to act on behalf of each of the Loan Parties, and each Loan Party hereby confirms and agrees to such appointment. Each Person who is or becomes a Loan Party in accordance with Section 5.11 and each assignee under this Agreement or any other Loan Document, by its execution of an Assignment and Acceptance, shall be deemed to ratify the aforesaid appointment of the Administrative Agent. The Administrative Agent agrees to act in such capacity. The Administrative Agent, in such aforesaid capacity shall (x) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Administrative Agent with respect to the Collateral under the Deed of Hypothec, applicable law or otherwise, and (y) be subject to all provisions hereof with respect to the Administrative Agent and shall benefit from all of the provisions hereof with respect to the Administrative Agent, mutatis mutandis, including, without limitation, all such provisions with respect to indemnification of the Administrative Agent by the Loan Parties and Lenders. The execution prior to the date hereof by the Administrative Agent of any Deed of Hypothec or other security documents made pursuant to the applicable law of the Province of Quebec is hereby ratified and confirmed. Without prejudice to Section 10.5, the provisions of this Section 9.13 shall be also governed by the laws of the Province of Quebec.

ARTICLE XMISCELLANEOUS

Section 10.1.          Notices.

(a)          Written Notices.

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(i)        Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower:	Celadon Group, Inc. 9503 East 33rd Street Indianapolis, IN 46235 Attention:  General Counsel Facsimile Number:  (317) 890-9414 Email: cwelsh@celadontrucking.com Scudder Law Firm, P.C., L.L.O. 411 S. 13th Street, Suite 200 Lincoln, NE  68508 Attention:  Mark A.  Scudder Facsimile Number (402) 435-4239 Email: mscudder@scudderlaw.com
To the Administrative Agent:	Blue Torch Finance, LLCc/o Blue Torch Capital LP430 Park Avenue, Suite 1202New York, New York 10022 Email: BlueTorchAgency@cortlandglobal.com
With a copy (which shall not constitute notice) to:	SEI – Blue Torch Capital Loan Ops 1 Freedom Valley Drive Oaks, Pennsylvania 19456 Facsimile Number:  (469) 709-1839 Email:  bluetorch.loanops@seic.com
With a copy (which shall not constitute notice) to:	Schulte Roth & Zabel LLP919 Third AvenueNew York, New York  10022Attention:  Marc B. Friess Facsimile Number:  (212) 593-5955 Email:  marc.friess@srz.com
To any Lender:	The address or telecopy number specified to the Administrative Agent or set forth in the Assignment and Acceptance executed by such Lender

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Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties hereto.  All such notices and other communications shall, when transmitted by overnight delivery, or sent by telecopier, be effective when delivered.

(ii)          Any agreement of the Administrative Agent and the Lenders herein to receive certain notices by telephone or telecopier is solely for the convenience and at the request of the Borrower.  The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent and the Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent and the Lenders in reliance upon such telephonic or facsimile notice.  The obligation of the Borrower to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent and the Lenders to be contained in any such telephonic or facsimile notice.

(b)          Electronic Communications.

(i)           Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent in writing that it is incapable of receiving notices under such Article by electronic communication.  Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(ii)         Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

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(c)          Platform.

(i)          The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, Debtdomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities) (each, a “Public Lender”).  The Borrower hereby agrees to make all Borrower Materials that the Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC”.  By designating Borrower Materials as “PUBLIC”, the Borrower authorizes such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws.  Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”  The Borrower agrees that (i) any Loan Documents and notifications of changes of terms of the Loan Documents (including term sheets), (ii) any financial statements delivered pursuant to Section 5.1 and (iii) any Compliance Certificates delivered to the Administrative Agent will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders.

(ii)          THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its respective Related Parties (the “Agent Parties”) have any liability to any Loan Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether or not based on strict liability and including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)) arising out of the Borrower’s, any other Loan Party’s or any Agent Party’s transmission of Borrower Materials or notices through the Platform, except to the extent such losses, claims, damages, liabilities or expenses resulted from the gross negligence, bad faith or willful misconduct of such Agent Party as determined by a final non-appealable judgment of a court of competent jurisdiction.

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Section 10.2.          Waiver; Amendments.

(a)          No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder.  The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law.  No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

(b)          No amendment or waiver of any provision of this Agreement or the other Loan Documents (excluding the Fee Letter), or any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall:  (i) reduce the principal amount of any Loan, reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (ii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment (excluding any prepayments required under Section 2.5, which shall require the consent of the Required Lenders), or postpone the Maturity Date, without the written consent of each Lender affected thereby, (iii) change Section 2.14(b) or (c) or Section 8.2 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (iv) change any of the provisions of this Section 10.2 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender, (v) release any Loan Party or limit the liability of any such Loan Party under any Loan Document (except in a transaction expressly permitted by this Agreement), without the written consent of each Lender, or (vi) release all or substantially all collateral (if any) securing any of the Obligations or agree to subordinate any Lien in such collateral to any other creditor of the Borrower or any Subsidiary, without the written consent of each Lender; provided further, that (x) no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent without the prior written consent of the Administrative Agent.

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(c)          Notwithstanding anything in Section 10.2, Section 10.4 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders (or all Lenders or affected Lenders) have (1) consented (or not consented) to any amendment, modification, waiver or consent with respect to any of the terms of any Loan Document or any departure by any Credit Party therefrom, (2) otherwise acted on any matter related to any Loan Document, or (3) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, the Loans of any Term B Lender shall not be included in the calculation of Required Lenders (or if such non-voting designation is unenforceable for any reason, such Term B Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Term B Lenders); provided, however, that except in any situation provided for in Section 10.4(h) or Section 8.2, each Term B Lender shall be entitled to, prior to the occurrence and continuance of an Event of Default, vote on any amendment, modification, waiver, consent or other action with respect to any Loan Document that deprives such Term B Lender of its Pro Rata Share of any payments to which such Term B Lender is entitled under the Loan Documents, and the Term B Lender shall be entitled to vote on any amendment which imposes an obligation on such Term B Lender to make any additional Loans or extensions of credit (except for Protective  Advances) or which disproportionately affects such Term B Lender (other than disproportionate effects resulting from the "first out/last out" nature of the Term A Loans and the Term B Loans set forth in the Loan Documents).  Notwithstanding anything to the contrary in this Agreement, the Term B Lenders shall not have any right to (1) attend (including by telephone or electronic means) any meeting or discussions (or portions thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited or (2) receive any information or material provided by the Administrative Agent or any Lender solely to the Lenders or any communication by or among the Administrative Agent and/or one or more Lenders or have access to the Platform used to distribute information to the Lenders, except to the extent such information or materials have been made available to any Loan Party or its representatives.

(d)          In addition to any other waivers set forth in this Agreement, each Mexican Loan Party hereby further expressly waives the benefits of orden, excusión, division, and any other rights provided for in Articles 2813, 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2840, 2844 and 2845 of the Mexican Federal Civil Code, and the corresponding Articles of the civil codes of the federal entities of Mexico, which Articles are not reproduced herein inasmuch as each Mexican Loan Party hereby represents to be familiar with the contents thereof.

(e)          In the event the Lenders grant an extension of time, stay or grace period to the Borrowers, or waive compliance of any obligation for any reason, without the consent of the Mexican Loan Parties, the obligations of each Mexican Loan Party hereunder shall not be reduced or settled notwithstanding that deriving from such waiver the obligations may be the subject of new guarantees or conditions and, therefore, each Mexican Loan Party hereby waives the rights and benefits that in connection with the foregoing derive from Articles 2846, 2847, 2848 and 2849 of the Mexican Federal Civil Code, and the corresponding Articles of the civil codes of

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the federal entities of Mexico, which Articles are not reproduced herein inasmuch as the Mexican Loan Parties hereby represents to be familiar with the contents thereof.

Section 10.3.          Expenses; Indemnification.

(a)          The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their respective Affiliates in connection with the syndication of the credit facilities provided for herein, any due diligence conducted by the Administrative Agent or any Lender in respect of the transactions contemplated herein, the negotiation, preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, counsel for the Lenders and their respective Affiliates, a single local counsel in each relevant jurisdiction or other reasonably necessary local or specialty counsel (unless a conflict arises, in which case the reasonable and documented fees and expenses of each conflicts counsel shall also be reimbursed by the Borrower), and all fees, charges and disbursements of appraisals, field examinations, audits, service companies and third party consultants incurred by the Administrative Agent or any Lender and (ii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of (a) one counsel to the Lenders, (b) one counsel to the Administrative Agent and (c) a single local counsel in each relevant jurisdiction or other reasonably necessary local or specialty counsel (unless a conflict arises, in which case the reasonable and documented fees and expenses of each conflicts counsel shall also be reimbursed by the Borrower)) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement or the other Loan Documents, including its rights under this Section 10.3, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or in connection with the review of and compliance of the covenants thereunder.

(b)          The Borrower shall indemnify the Administrative Agent (and any sub-agent or attorney in fact thereof) and each Lender (including the Lead Lender Group) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) the use by any Person of any information or materials obtained through Intralinks, Syndtrak or any other Internet or intranet website, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or

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operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) other than in the case of the Administrative Agent and its Related Parties, result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, in either case so long as the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through Intralinks, Syndtrak or any other Internet or intranet website, except as a result of such Indemnitee’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment.

(c)          The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any Collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(d)          To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent or any of its Related Parties under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent or such Related Party such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought (or if such indemnity payment or unreimbursed amount is sought after the date on which the Term Loans have been paid in full, in accordance with their respective Pro Rata Shares immediately prior to the date on which the Loans are paid in full)) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or such Related Party in its capacity as such.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender pursuant to the Loan Documents against any amount due to the Administrative Agent under this clause (d).

(e)          To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out

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of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, any Loan or the use of proceeds thereof.

(f)          All amounts due under this Section 10.3 shall be payable promptly after written demand therefor.

(g)          The agreements in this Section shall survive the resignation or replacement of the Administrative Agent, the replacement of any Lender and the repayment, satisfaction or discharge of all of the Obligations.

Section 10.4.          Successors and Assigns; Bankruptcy.

(a)          The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)          Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)         Minimum Amounts.

(A)        in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or any accounts or clients managed, advised or sub-advised by a Lender, no minimum amount need be assigned; and

(B)         in any case not described in paragraph (b)(i)(A) of this Section, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative

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Agent) shall not be less than $1,000,000, unless the Administrative Agent consents (such consent not to be unreasonably withheld, delayed or conditioned).

(ii)          Required Consents.  The consent of the Lead Lender (or if there is no Lead Lender, the Administrative Agent), such consent not to be unreasonably withheld or delayed, shall be required for assignments to a Person that is not a Lender, an Affiliate of a Lender, an Approved Fund or any accounts or clients that invest in, or are managed, advised or sub-advised by, a Lender.  In addition, so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Disqualified Institution without the consent of the Borrower.  The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 10.4(B)(ii), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Institutions, or otherwise take (or omit to take) any action with respect thereto.

(iii)         Assignment and Acceptance.  The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender, (D) the documents required under Section 2.13,and (E) if requested by Administrative Agent, all documentation and other information about such assignee as shall have been reasonably requested by Administrative Agent in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

(iv)        No Assignment to Borrower.  No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(v)          No Assignment to Natural Persons.  No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) below, from and after the recordation date of each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for

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purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) below.

(c)          The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice.  In establishing and maintaining the Register, Administrative Agent shall serve as Borrower’s agent solely for tax purposes and solely with respect to the actions described in this Section.

(d)          Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(e)          Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant:  (i)  reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, (ii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, (iii) change Section 2.14(b) or (c) or Section 8.2 in a manner that would alter the pro rata sharing of payments required thereby, (iv) change any of the provisions of this Section 10.2 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, (v) release any Loan Party or limit the liability of any such Loan Party under any Loan Document (except in a transaction expressly permitted by this Agreement); or (vi) release all or substantially all collateral (if any) securing any of the Obligations.  Subject to paragraph (e) of this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.12, and 2.13 (it being understood that the documentation required under Section 2.13(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had

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acquired its interest by assignment pursuant to paragraph (b) of this Section 10.4; provided that such Participant agrees to be subject to Section 2.15 as though it were a Lender.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register in the United States on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(f)          A Participant shall not be entitled to receive any greater payment under Section 2.11 and Section 2.12 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.13(f) and (g) as though it were a Lender.

(g)          Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h)          In the event that the Borrower or any Guarantor is the subject of a bankruptcy or insolvency proceeding (such proceeding, a “Loan Party Insolvency”), each Term B Lender shall grant to the Administrative Agent a power of attorney, giving the Administrative Agent the right to vote each Term B Lender’s claims on all matters submitted to the Lenders for consent in respect of such Loan Party Insolvency, and, with respect to each matter submitted to the Lenders for approval, the Administrative Agent shall vote such claims in the same manner as the Lenders holding a majority of claims (excluding the claims of Term B Lenders) that voted on such matter.  For the avoidance of doubt, the Lenders and each Term B Lender agree and acknowledge that the provisions set forth in this Section 10.4(h), constitute, to the extent set forth in this clause (h), a “subordination agreement” as such term is contemplated by, and utilized in,

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Section 5.10(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Loan Party has filed for protection under the Bankruptcy Code;

Section 10.5.          Governing Law; Jurisdiction; Consent to Service of Process.

(a)          THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK.

(b)          THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH FEDERAL COURT.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c)          The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section 10.5 and brought in any court referred to in paragraph (b) of this Section 10.5.  Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d)          Notwithstanding anything to the contrary in this Clause 10.5, with respect to any action or proceeding arising out of or relating to this Agreement involving a Mexican Loan Party, each of the parties hereto:

(i)           expressly, irrevocably and unconditionally agrees to submit for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof; and

(ii)           waives any other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise.

(e)          Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1.  Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

(f)          Each Mexican Loan Party hereby designates and appoints (i) Capital Services, Inc. (the “Process Agent”) with offices currently located at 1218 Central Avenue, Suite 100, Albany, New York 12205, and such other persons as may hereafter be selected by such Mexican Loan Party which agrees in writing to so serve as its agent, and (ii) as its conventional address the address of the Process Agent referred above or any other address notified in writing in the future by the Process Agent to the Mexican Loan Parties, to receive on its behalf service of all process in any proceedings brought pursuant to the Loan Documents in any court, such service being hereby acknowledged by the Mexican Loan Parties to be effective and binding service in every respect. Each Mexican Loan Party further agrees that service upon the Process Agent shall constitute valid and effective service upon it and that failure of Process Agent to give any notice of such service to such Mexican Loan Party shall not affect the validity of such service or any judgment rendered in any action or proceedings based thereon.

Section 10.6.          WAIVER OF JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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Section 10.7.          Right of Setoff.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any and all Obligations held by such Lender irrespective of whether such Lender shall have made demand hereunder and although such Obligations may be unmatured.  Each Lender agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such set-off and application.  Each Lender agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender.

Section 10.8.          Counterparts; Integration.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  This Agreement and the other Loan Documents constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.  Delivery of an executed counterpart to this Agreement or any other Loan Document by facsimile transmission or by electronic mail in pdf format shall be as effective as delivery of a manually executed counterpart hereof.

Section 10.9.          Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid.  The provisions of Sections 2.11, 2.12, 2.13 and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.  All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans.

Section 10.10.          Severability.  Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without

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affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.11.          Confidentiality, Public Disclosure.  Each of the Administrative Agent and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential and provided to it by the Borrower or any Subsidiary, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be disclosed (i) to any other party to this Agreement or to any Related Party of the Administrative Agent or any such Lender, including, without limitation, accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have jurisdiction over it (including any self- regulatory authority such as the National Association of Insurance Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section 10.11, or which becomes available to the Administrative Agent, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedy hereunder or under any other Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (vii) subject to an agreement containing provisions substantially the same as those of this Section 10.11, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (viii) any rating agency, (ix) the CUSIP Service Bureau or any similar organization, (x) to any existing or prospective funding sources or any current or prospective investors of any fund or account managed, advised, or sub-advised by a Lender (or its Affiliates), in each case, to the extent such recipient has been instructed to keep such information confidential, or (xi) with the consent of the Borrower.  Any Person required to maintain the confidentiality of any information as provided for in this Section 10.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

Each Loan Party agrees that neither it nor any of its Affiliates will now or in the future issue any press release or other public disclosure using the name of the Administrative Agent, any Lender or any of their respective Affiliates or referring to this Agreement or any other Loan Document without the prior written consent of such Administrative Agent or such Lender, except to the extent that such Loan Party or such Affiliate is required to do so under applicable law (in which event, such Loan Party or such Affiliate will consult with such Administrative Agent or such Lender before issuing such press release or other public disclosure).  Each Loan Party hereby authorizes the Administrative Agent and each Lender, after consultation with the Borrower, to advertise the

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closing of the transactions contemplated by this Agreement, and to make appropriate announcements of the financial arrangements entered into among the parties hereto, as such Administrative Agent or such Lender shall deem appropriate, including, without limitation, on a home page or similar place for dissemination of information on the Internet or worldwide web, or in announcements commonly known as tombstones, in such trade publications, business journals, newspapers of general circulation and to such selected parties as such Administrative Agent or such Lender shall deem appropriate.

Section 10.12.          Interest Rate Limitation.

(a)          Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 10.12 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment (to the extent permitted by applicable law), shall have been received by such Lender.

(b)          Without limiting the generality of the foregoing provisions of this Section 10.12, if any provision of any of the Loan Documents would obligate any Canadian Loan Party to make any payment of interest with respect to the Loans in an amount or calculated at a rate which would result in the receipt of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Loans at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:  (i) first, by reducing the amount or rates of interest required to be paid by such Canadian Loan Party to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the applicable recipient which would constitute interest with respect to the Loans for purposes of Section 347 of the Criminal Code (Canada).  Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then such Canadian Loan Party shall be entitled, by notice in writing to the Lead Lender, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the applicable recipient to the applicable Canadian Loan Party.  Any amount or rate of interest with respect to the Loans referred to in this Section 10.12 shall be determined in accordance with

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generally accepted actuarial practices and principles as an effective annual rate of interest over the term that any Loans remain outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the period from the Closing Date to the date of full and final payment of the Loans, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Lead Lender shall be conclusive for the purposes of such determination.

Section 10.13.          Corporate Seal.  The Borrower represents and warrants that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any Requirement of Law.

Section 10.14.          Patriot Act.  The Administrative Agent and each Lender hereby notifies the Loan Parties that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.

Section 10.15.          No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees and acknowledges its Affiliates’ understanding that (i) (A) the services regarding this Agreement provided by the Administrative Agent and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person, and (B) neither the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their Affiliates with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and each of the Administrative Agent and the Lenders has no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates.  To the fullest extent permitted by law, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent or any Lender with respect

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to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.16.          Location of Closing.   All parties agree that closing of the transactions contemplated by this Agreement has occurred in New York.

Section 10.17.          Intercreditor Agreement.  Each Lender (a) hereby consents to the priority of the Liens securing the Obligations on the terms set forth in the Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement.  In the event of a conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control.

Section 10.18.          Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first mentioned currency with such other currency at the Administrative Agent’s principal office on the Business Day preceding the date on which final judgment is given.

Section 10.19.          No Novation.  This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations (including the Obligations of any predecessor corporations) under, and as defined in, the Existing Credit Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor.  Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments or documents executed concurrently herewith.  Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or a “Guarantor” thereunder.  Borrower and each Guarantor hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent a security interest in or Lien on, any collateral as security for the obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

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ARTICLE XIGUARANTY

Section 11.1.          Guaranty.

Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI.  Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Borrower.

Section 11.2.          Guaranty Absolute.  Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with respect thereto.  Each Guarantor agrees that this Article XI constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Administrative Agent or any Lender to any Collateral.  The obligations of each Guarantor under this Article XI are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any Loan Party or whether any Loan Party is joined in any such action or actions.  The liability of each Guarantor under this Article XI shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a)          any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b)          any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

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(c)          any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d)          the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including, without limitation, any Secured Party;

(e)          any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Loan Party; or

(f)          any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Secured Parties that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Section 11.3.          Waiver.  Each Guarantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article XI and any requirement that the Secured Parties exhaust any right or take any action against any Loan Party or any other Person or any Collateral, (iii) any right to compel or direct any Secured Party to seek payment or recovery of any amounts owed under this Article XI from any one particular fund or source or to exhaust any right or take any action against any other Loan Party, any other Person or any Collateral, (iv) any requirement that any Secured Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any Loan Party, any other Person or any Collateral, and (v) any other defense available to any Guarantor.  Each Guarantor agrees that the Secured Parties shall have no obligation to marshal any assets in favor of any Guarantor or against, or in payment of, any or all of the Obligations.  Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 11.3 is knowingly made in contemplation of such benefits.  Each Guarantor hereby waives any right to revoke this Article XI, and acknowledges that this Article XI is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

Section 11.4.          Continuing Guaranty; Assignments.  This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other amounts payable under this Article XI and the Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the

137

benefit of and be enforceable by the Secured Parties and their successors, pledgees, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 10.4.

Section 11.5.          Subrogation.  No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Article XI, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Secured Parties against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other amounts payable under this Article XI shall have been paid in full in cash and the Maturity Date shall have occurred.  If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the later of the payment in full in cash of the Guaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other amounts payable under this Article XI and the Maturity Date, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article XI, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article XI thereafter arising.  If (i) any Guarantor shall make payment to the Secured Parties of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Article XI shall be paid in full in cash and (iii) the Maturity Date shall have occurred, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

Section 11.6.          Contribution.  All Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment or distribution is made on any date by a Guarantor under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Guarantor shall be entitled to a contribution from each of the other Guarantors in an amount sufficient to cause each Guarantor’s Aggregate Payments to equal its Fair Share as of such date.  “Fair Share” shall mean, with respect to any Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Guarantors multiplied by, (b) the aggregate

138

amount paid or distributed on or before such date by all Guarantors under this Guaranty in respect of the obligations Guaranteed.  “Fair Share Contribution Amount” shall mean, with respect to any Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Guarantor for purposes of this Section 11.6, any assets or liabilities of such Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor.  “Aggregate Payments” shall mean, with respect to any Guarantor as of any date of determination, an amount equal to (A) the aggregate amount of all payments an d distributions made on or before such date by such Guarantor in respect of this Guaranty (including, without limitation, in respect of this Section 11.6), minus (B) the aggregate amount of all payments received on or before such date by such Guarantor from the other Guarantors as contributions under this Section 11.6.  The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Guarantor.  The allocation among Guarantors of their obligations as set forth in this Section 11.6 shall not be construed in any way to limit the liability of any Guarantor hereunder.  Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 11.6.

(remainder of page intentionally left blank)

139

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:
CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
GUARANTORS:
CELADON E-COMMERCE, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON TRUCKING SERVICES, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON REALTY, LLC
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
TAYLOR EXPRESS, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

[Signature page to Credit Agreement] 

OSBORN TRANSPORTATION, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON LOGISTICS SERVICES, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
EAGLE LOGISTICS SERVICES INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
BEE LINE, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
VORBAS, LLC
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
DISTRIBUTION, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

2

CELADON MEXICANA, S.A. DE C.V.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President
QUALITY COMPANIES LLC
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
QUALITY EQUIPMENT LEASING, LLC
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
QUALITY INSURANCE LLC
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

SERVICIOS DE TRANSPORTACIÓN JAGUAR, S.A. DE C.V.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President
SERVICIOS CORPORATIVOS JAGUAR, S.C.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President

3

JAGUAR LOGISTICS S.A. DE C.V.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President
LEASING SERVICIOS, S.A. DE C.V.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President
CELADON MEXICANA, S.A. DE C.V.
By:	/s/ Jon Russell
Name:	Jon Russell
Title:	President
CELADON CANADIAN HOLDINGS, LIMITED
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

HYNDMAN TRANSPORT LIMITED
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

4

ADMINISTRATIVE AGENT:
BLUE TORCH FINANCE, LLC
By:	/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer

[Signature page to Credit Agreement] 

LENDERS:
BTC HOLDINGS FUND I, LLC
By:	Blue Torch Credit Opportunities Fund I LP, it sole member
By:	Blue Torch Credit Opportunities GP LLC, its general partner
By:	/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BTC HOLDINGS FUND I-B, LLC
By:	Blue Torch Credit Opportunities Fund I LP, its sole member
By:	Blue Torch Credit Opportunities GP LLC, its general partner
By:	/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer
BTC HOLDINGS SC FUND LLC
By:	Blue Torch Credit Opportunities SC Master Fund LP, its sole member
By:	Blue Torch Credit Opportunities SC GP LLC, its general partner
By:	/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signer

[Signature page to Credit Agreement] 

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
By:	/s/ Shawn Singh
Name:	Shawn Singh
Title:	General Counsel

[Signature page to Credit Agreement]

Schedule 1.1(a)

Canadian Collateral Documents

· Canadian Security and Pledge Agreement dated July 26, 2017 between Celadon Canadian Holdings, Limited, Hyndman Transport Limited and Bank of America, N.A., as administrative agent.

· Personal Property Security Act (Ontario) financing statement naming CELADON CANADIAN HOLDINGS, LIMITED, as debtor, in favour of BANK OF AMERICA, N.A., as administrative agent, as secured party, registered on July 19, 2017 under reference file number 729980181 and registration number 20170719124018620096.

· Personal Property Security Act (Ontario) financing statement naming HYNDMAN TRANSPORT LIMITED, as debtor, in favour of BANK OF AMERICA, N.A., as administrative agent, as secured party, registered on July 19, 2017 under reference file number 729980199 and registration number 20170719124018620097.

· Personal Property Security Act (Manitoba) financing statement naming CELADON CANADIAN HOLDINGS, LIMITED, as debtor, in favour of BANK OF AMERICA, N.A., as administrative agent, as secured party, registered on July 19, 2017 under registration number 201712998909.

· Personal Property Security Act (Manitoba) financing statement naming HYNDMAN TRANSPORT LIMITED, as debtor, in favour of BANK OF AMERICA, N.A., as administrative agent, as secured party, registered on July 19, 2017 under registration number 201712998500.

· Charge/Mortgage from Hyndman Transport Limited in favour of Bank of America, N.A. in the principal amount of CDN$500,000,000, registered against title to to the property municipally known as 1001 Belmore Line, Wroxeter, Ontario on September 6, 2018 as instrument number HC134178 together will all amendments thereto.

· Charge/Mortgage from Hyndman Transport Limited in favour of Bank of America, N.A. in the principal amount of CDN$500,000,000, registered against title to to the property municipally known as 2616 Cedar Creek Road, Ayr, Ontario on September 6, 2018 as instrument number WR1136835 together will all amendments thereto.

· Demand Debenture from Hyndman Transport Limited in favour of Bank of America, N.A. in the principal amount of CDN$500,000,000, registered against title to to the property municipally known as 50 Omands Creek Boulevard, Winnipeg, Manitoba on September 6, 2018 as instrument number 4995406/1 together will all amendments thereto.

Schedule 1.1(b)

Mexican Collateral Documents

 ·   Irrevocable Security Trust Agreement (Contrato de Fideicomiso Irrevocable de Garantía con Derechos de Reversión), number F/673, dated as of November 8, 2018, executed by and among, Celadon Mexicana, S.A. de C.V., Servicios de Transportación Jaguar, S.A. de C.V., Leasing Servicios, S.A. de C.V., Celadon Trucking Services, Inc. and RTD, as trustors, BofA, acting exclusively in its capacity as administrative agent, on behalf and for the benefit of the Secured Parties, as beneficiary, and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, with the acknowledgement and consent of Celadon Mexicana, S.A. de C.V., Leasing Servicios, S.A. de C.V., Servicios de Transportación Jaguar, S.A. de C.V. and Jaguar Logistics, S.A. de C.V., as trustee.

·            Contribution Agreement (Convenio de Aportación), dated as of November 7, 2018, executed by and among Banco Invex, Sociedad Anónima, Institución de Banca Múltiple, Invex Grupo Financiero, as trustee, and Servicios de Transportación Jaguar, S.A. de C.V. by means of which Servicios de Transportación Jaguar, S.A. de C.V. transferred title and ownership of the Property in favor of Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero as part of the trust estate of the Mexican Security Trust Agreement.

·           Stock Pledge Agreement (Contrato de Prenda sobre Acciones) dated as of November 8, 2018, executed by and among Leasing Servicios, S.A. de C.V., Celadon Mexicana, S.A. de C.V., and RTD, as pledgors and BofA, acting on behalf and for the benefit of the Secured Parties, as pledgee, with the acknowledgement and consent of Celadon Mexicana, S.A. de C.V., Jaguar Logistics, S.A. de C.V., Leasing Servicios, S.A. de C.V. and Servicios de Transportación Jaguar, S.A. de C.V.

·         Equity Pledge Agreement (Contrato de Prenda sobre Partes Sociales) dated as of November 8, 2018, executed by and among RTD and Celadon Mexicana, S.A. de C.V. as pledgors, and BofA, acting on behalf and far the benefit of the Secured Parties, as pledgee, with the acknowledgement and consent of Servicios Corporativos Jaguar, S.C.

·          Non-Possessory Asset Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated as of November 8, 2018, entered into by and among Celadon Mexicana, S.A. de C.V., as pledgor, and BofA, acting on behalf and for the benefit the Secured Parties, as pledgee.

·            Non-Possessory Asset Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated as of November 8, 2018, entered into by and among Servicios de Transportación Jaguar, S.A. de C.V., as pledgor , and BofA, acting on behalf and far the benefit of the Secured Parties, as pledgee.

 ·   Non-Possessory Asset Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated as of November 8, 2018, entered into by and among Leasing Servicios,

	S.A. de C.V., as pledgor, and BofA, acting on behalf and far the benefit of the Secured Parties, as pledgee.
·	Non-Possessory Asset Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated as of November 8, 2018, entered into by and among Jaguar Logistics, S.A. de C.V., as pledgor , and BofA, acting on behalf and far the benefit of the Secured Parties, as pledgee.
·	Non-Possessory Asset Pledge Agreement (Contrato de Prenda sin Transmisión de Posesión) dated as of November 8, 2018, entered into by and among Servicios Corporativos Jaguar, S.C., as pledgor; and BofA, acting on behalf and far the benefit of the Secured Parties, as pledgee.
·	Assignment Agreement to the Trust Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Celadon Mexicana, S.A. de C.V., Servicios de Transportación Jaguar, S.A. de C.V., Leasing Servicios, S.A. de C.V., Celadon Trucking Services, Inc. and Rafael Alejandro Tellaeche Díaz.
·	Assignment Agreement to the Servicios Corporativos Non-Possessory Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Servicios Corporativos Jaguar, S.C.
·	Assignment Agreement to the Leasing Servicios Non-Possessory Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Leasing Servicios, S.A. de C.V.
·	Assignment Agreement to the Leasing Servicios Non-Possessory Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Jaguar Logistics, S.A. de C.V.
·	Assignment Agreement to the Leasing Servicios Non-Possessory Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Celadon Mexicana, S.A. de C.V.
·	Assignment Agreement to the Leasing Servicios Non-Possessory Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Servicios de Transportación Jaguar, S.A. de C.V.
·	Assignment Agreement to the Shares Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Leasing Servicios, S.A. de C.V., Celadon Mexicana, S.A. de C.V. and Rafael Alejandro Tellaeche Díaz.

·         Assignment Agreement to the BOFA Equity Quotas Pledge Agreement to be entered into by and among (a) Bank of America, as assignor, and (b) Blue Torch Finance, LLC, as assignee, (c) with the appearance of Rafael Alejandro Tellaeche Díaz and Celadon Mexicana, S.A. de C.V.

·         Termination Agreement to the Equity Quotas Pledge Agreement to be entered into by and among (a) Rafael Alejandro Tellaeche Díaz and Celadon Mexicana, S.A. de C.V., as pledgors, and (b) Blue Torch Finance, LLC, as pledgee, (c) with the acknowledgement and acceptance of Servicios Corporativos Jaguar, S.C.

·        Non-Possessory Pledge Agreement to be entered into by and among (a) Rafael Alejandro Tellaeche Díaz and Celadon Mexicana, S.A. de C.V., as pledgors, and (b) Blue Torch Finance, LLC, as pledgee, (c) with the acknowledgement and acceptance of Servicios Corporativos Jaguar, S.C.

Schedule 1.1(c)

Specified Dispositions

· The sale, lease, or other disposition of all or any portion of the real properties located at (w) 3400 West Market Street, York, Pennsylvania, (x) 2847 East 600 South, Warren, Indiana, or (y) 28055 Wick Road, Romulus, MI; or (ii) the sale of the Equity Interests or all or substantially all of the assets of Distribution, Inc.

Schedule 1.1(d)

Term Loan Amounts

Lenders	Term A-1 Loan Amount	Term A-2 Loan Commitment	Term B-1 Loan Amount	Term B-2 Loan Commitment
BTC Holdings Fund I, LLC	$32,814,897.55	$11,865,432.20	$0.00	$0.00
BTC Holdings Fund I-B, LLC	$7,605,870.04	$2,750,181.84	$0.00	$0.00
BTC Holdings SC Fund, LLC	$14,673,381.83	$5,305,700.46	$0.00	$0.00
Luminus Energy Partners Master Fund, Ltd.	$0.00	$0.00	$22,021,759.58	$7,962,776.50
Total	$55,094,149.42	$19,921,314.50	$22,021,759.58	$7,962,776.50

Schedule 1.1(e)

Mortgaged Property

Address of Property

3400 West Market Street, York, PA

9050 East 33^rd Street, Indianapolis, IN

9503-9517 East 33^rd Street, Indianapolis, IN

13601 Mercury Drive, Laredo, TX

5417 US Highway 301 South, Hope Mills, NC

5600 Midlothian Turnpike, Richmond, VA

9420 East 30^th Street, Indianapolis, IN

9702 East 30^th Street, Indianapolis, IN

9920 East 30^th Street, Indianapolis, IN

10010 Conveyor Drive, Indianapolis, IN

28055 Wick Road, Romulus, MI

2847 East 600 South, Warren, IN

221 Cockeysville Road, Hunt Valley/ Cockeysville, MD

50 Omands Creek Blvd., Winnipeg, MB, R2R 1V7

1001 Belmore Line, Wroxeter, ON, N0G 2X0

2616 Cedar Creek Road, Ayr, ON, N0B 1E0

Finca No. 84386 de Nuevo Laredo, Terreno Rustico, Libramiento Mex II KM 27 + 100, Poligono 3, Col. Ejido El Progreso, Nuevo Laredo, Tamaulipas, Mexico

Schedule 3.1

Mortgaged Property

Mortgage assignments for the following properties:

Address of Property

3400 West Market Street, York, PA

9050 East 33^rd Street, Indianapolis, IN

9503-9517 East 33^rd Street, Indianapolis, IN

13601 Mercury Drive, Laredo, TX

5417 US Highway 301 South, Hope Mills, NC

5600 Midlothian Turnpike, Richmond, VA

9420 East 30^th Street, Indianapolis, IN

9702 East 30^th Street, Indianapolis, IN

9920 East 30^th Street, Indianapolis, IN

10010 Conveyor Drive, Indianapolis, IN

28055 Wick Road, Romulus, MI

2847 East 600 South, Warren, IN

221 Cockeysville Road, Hunt Valley/ Cockeysville, MD

50 Omands Creek Blvd., Winnipeg, MB, R2R 1V7

1001 Belmore Line, Wroxeter, ON, N0G 2X0

2616 Cedar Creek Road, Ayr, ON, N0B 1E0

Finca No. 84386 de Nuevo Laredo, Terreno Rustico, Libramiento Mex II KM 27 + 100, Poligono 3, Col. Ejido El Progreso, Nuevo Laredo, Tamaulipas, Mexico

· Title policy bring-down modifications for each property listed above other than the Texas property and the Mexico property.

· New title policy for the Texas property.

· Mortgage amendments for each of the properties in the United States listed above.

Schedule 3.1(b)

Certain Defaults

Defaults (not resulting from any failure to pay) primarily relating to the failure to deliver audited and/or GAAP financial statements (and resulting cross-defaults) under the following equipment financings and leases:

Lessor/Lender	Balance 6/30/19
Bridge Funding Group	$  14,113,537.53
TCF Equipment Finance	$        583,575.00
Banc of America Leasing	$    2,369,162.36
J.P. Morgan Equipment Finance	$    7,915,989.72
Huntington National Bank	$  11,163,917.93
PNC Equipment Finance	$  14,243,167.03
Citizens Asset Finance	$    4,203,468.97
Regions Equipment Finance	$  15,710,247.49
STAR Equipment Finance	$    1,031,528.07
SunTrust Robinson Humphrey	$    4,920,129.43
Wells Fargo Equipment Finance	$  13,696,764.88
Commerce Bank Equipment Finance	$    5,674,065.10
Daimler Truck Financial	$  23,111,345.76
Fifth Third Equipment Finance	$  10,423,591.97
BB&T Equipment Finance	$    1,137,551.96

Schedule 4.1(b)

Due Organization and Qualification; Subsidiaries

Loan Party	Authorized Equity Interests	Issued and Outstanding Equity Interests
1. Celadon Group, Inc.	40,000,000 shares of Common Stock; 179,985 shares of Preferred Stock	29,296,678 shares of Common Stock1
2. Celadon E-Commerce, Inc.	1,500 Common Shares	1,000 Common Shares (Celadon Group, Inc.)
3. Celadon Trucking Services, Inc.	200 Common Shares	200 Common Shares (Celadon Group, Inc.)
4. Celadon Logistics Services, Inc.	100 Common Stock	100 Common Stock (Celadon Trucking Services, Inc.)
5. Quality Equipment Leasing, LLC	N/A	N/A (Quality Companies LLC)
6. Osborn Transportation, Inc.	2,500 Common Voting Stock 22,500 Class A Common Non-Voting Stock	2,365 Common Voting Stock (Celadon Trucking Services, Inc.)
7. Celadon Canadian Holdings, Limited	Unlimited number of Common Shares; 1,000,000 Class A Special Shares	100 Common Shares and 1,000,000 Class A Special Shares (Celadon Trucking Services, Inc.)
8. Hyndman Transport Limited	Unlimited number of Class A Common and Special Shares, Class B Common and Special Shares, and Class C Common and Special Shares	100 Class A Common Shares (Celadon Canadian Holdings, Limited)
9. Celadon Realty, LLC	N/A	N/A (Celadon Group, Inc.)
10. Distribution, Inc.	10,000 Common Stock	10,000 Common Stock (Celadon Trucking Services, Inc.)
11. Eagle Logistics Services Inc.	100 Common Stock	100 Common Stock (Celadon Trucking Services, Inc.)
12. Quality Companies LLC	N/A	N/A (Celadon Trucking Services, Inc.)
13. Taylor Express, Inc.	100,000 Common Stock	25,000 Common Stock (Celadon Trucking Services, Inc.)
14.  Bee Line, Inc.	500 Common Stock	400 Common Stock (Celadon Trucking Services, Inc.)
15. Vorbas, LLC	N/A	N/A (Celadon Trucking Services, Inc.)
16. Quality Insurance LLC	N/A	N/A (Quality Companies LLC)
17. Celadon Mexicana, S.A. de C.V.	496,137 Shares representative of the capital stock	Leasing Servicios, S.A. de C.V. holds 211 Shares or 0.042% and Celadon Trucking Services, Inc. holds 495,926 or 99.958%2

¹ As of April 13, 2018 (less treasury).

² See Schedule 4.1(c)

Loan Party	Authorized Equity Interests	Issued and Outstanding Equity Interests
18. Servicios de Transportación Jaguar, S.A. de C.V.	28,000,000 Shares representative of the capital stock	Rafael Tellaeche Díaz holds 7,000,000 Shares or 25% and Celadon Mexicana, S.A. de C.V. holds 21,000,000 Shares or 75%3
19. Servicios Corporativos Jaguar, S.C.	N/A (Partnership Interests)	Celadon Mexicana, S.A. de C.V. holds 1 interest of partners that represents 75% of the capital stock of the Company. Rafael Tellaeche Diaz holds 1 interest of partners that represents 25% of the capital stock of the Company
20. Jaguar Logistics, S.A. de C.V.	100 Shares representative of the capital stock.	Celadon Mexicana, S.A. de C.V. holds 99 Shares or 99% and Leasing Servicios, S.A. de C.V.  holds 1 Share or 1%4
21. Leasing Servicios, S.A. de C.V.	66,065,400 Shares representative of the capital stock	Celadon Trucking Services, Inc. holds 66,064,400 Shares or 99.998% and Celadon Mexicana, S.A. de C.V. holds 1,000 Shares or 0.002%5

· Celadon Group, Inc.:

o Employee stock options covering 650,000 shares

o Obligation to issue Transport Enterprise Leasing one million (1,000,000) shares of common stock.

o The Warrants.

o Section 382 Tax Benefits Preservation Plan dated as of August 9, 2018, as in effect on the date hereof.

³ See Schedule 4.1(c)

⁴ See Schedule 4.1(c)

⁵ See Schedule 4.1(c)

Schedule 4.1(c)

Due Organization and Qualification; Subsidiaries

Name	Jurisdiction	Number and Class of Authorized Shares	Number and Class of Issued Shares
1.          Celadon International Corporation	Delaware	1,500 Common Shares	200 Common Shares (all held by Celadon Group, Inc.)
2.          A R Management Services, Inc.	Delaware	200 Common Shares	200 Common Shares (all held by Celadon Group, Inc.)
3.          Celadon Trucking Services, Inc.	New Jersey	200 Common Shares	200 Common Shares (all held by Celadon Group, Inc.)
4.          Celadon Realty, LLC	Delaware	N/A	LLC Membership Interests (all held by Celadon Group, Inc.)
5.          Celadon E-Commerce, Inc.	Delaware	1,500 Common Shares	1,000 Common Shares (all held by Celadon Group, Inc.)
6.          Celadon Canadian Holdings, Limited	Ontario, Canada	Unlimited number of Common Shares; 1,000,000 Class A Special Shares	100 Common Shares and 1,000,000 Class A Special Shares (all held by Celadon Trucking Services, Inc.)
7.          Bee Line, Inc.	Ohio	500 Common Stock	400 Common Stock (all held by Celadon Trucking Services, Inc.)
8.          Stinger Logistics, Inc.	Ohio	850 Common Stock	850 Common Stock (all held by Celadon Trucking Services, Inc.)
9.          Strategic Leasing, Inc.	Ohio	850 Common Shares	100 Common Shares (all held by Celadon Trucking Services, Inc.)
10.          Vorbas, LLC	Ohio	N/A	Membership Interests (all held by Celadon Trucking Services, Inc.)

Name	Jurisdiction	Number and Class of Authorized Shares	Number and Class of Issued Shares
11.          Transportation Insurance Services Risk Retention Group, Inc.	South Carolina	2,000,000 Common Stock	2,000,000 Common Stock (all held by Celadon Trucking Services, Inc.)
12.          Celadon Logistics Services, Inc.	Delaware	100 Common Stock	100 Common Stock (all held by Celadon Trucking Services, Inc.)
13.          Taylor Express, Inc.	North Carolina	100,000 Common Stock	25,000 Common Stock (all held by Celadon Trucking Services, Inc.)
14.          Osborn Transportation, Inc.	Alabama	2,500 Common Voting Stock 22,500 Class A Common Non-Voting Stock	2,365 Common Voting Stock (all held by Celadon Trucking Services, Inc.)
15.          Eagle Logistics Services Inc.	Indiana	100 Common Stock	100 Common Stock (all held by Celadon Trucking Services, Inc.)
16.          Quality Companies LLC	Indiana	N/A	LLC Membership Interest (all held by Celadon Trucking Services, Inc.)
17.          Celadon Mexicana, S.A. de C.V.	Mexico	100 Shares representative of the Fixed Capital Stock B-I Series 496,037 Shares representative of the Variable Capital Stock B-II Series Total Shares: 496,137	(50 Shares held by Leasing Servicios, S.A. de C.V. and 50 Shares held by Celadon Trucking Services, Inc.) (161 Shares held by Leasing Servicios, S.A. de C.V. and 495,876 Shares held by Celadon Trucking Services, Inc.)

Name	Jurisdiction	Number and Class of Authorized Shares	Number and Class of Issued Shares
18.          Distribution, Inc.	Oregon	10,000 Common Stock	10,000 Common Stock (all held by Celadon Trucking Services, Inc.)
19.          Quality Insurance LLC	Indiana	N/A	Membership Interests (all held by Quality Companies LLC)
20.          Quality Equipment Leasing, LLC	Delaware	N/A	LLC Membership Interests (all held by Quality Companies LLC)
21.          Hyndman Transport Limited	Ontario, Canada	Unlimited number of Class A Common and Special Shares, Class B Common and Special Shares, and Class C Common and Special Shares	100 Class A Common Shares (all held by Celadon Canadian Holdings, Limited)
22.          Leasing Servicios, S.A. de C.V.	Mexico	50,000 Shares representative of the Capital Stock B-I Series 66,015,400 Shares representative of the Capital Stock B-II Series Total Shares: 66,065,400	(49,000 Shares held by Celadon Trucking Services, Inc. and 1,000 Shares held by Celadon Mexicana, S.A. de C.V.) (66,015,400 Shares held by Celadon Trucking Services, Inc.)

Name	Jurisdiction	Number and Class of Authorized Shares	Number and Class of Issued Shares
23.          Servicios de Transportación Jaguar, S.A. de C.V.	Mexico	100,000 Shares representative of the A-I Series 6,900,000 Shares representative of the A-II Series 300,000 Shares representative of the N-I Series 20,700,000 Shares representative of the N-II Series Total Shares: 28,000,000	(100,000 Shares held by Rafael Tellaeche Díaz.) (6,900,000 Shares held by Rafael Tellaeche Díaz.) (300,000 Shares held by Celadon Mexicana, S.A. de C.V.) (20,700,000 Shares held by Celadon Mexicana, S.A. de C.V.)
24.          Jaguar Logistics, S.A. de C.V.	Mexico	100 Shares representative of the Capital Stock	(99 Shares held by Celadon Mexican, S.A. de C.V. and 1 Share held by Leasing Servicios, S.A. de C.V.)
25.          Servicios Corporativos Jaguar, S.C.	Mexico	N/A (Partnership Interests)	Celadon Mexicana, S.A. de C.V. holds 1 interest of partners that represents 75% of the capital stock of the Company. Rafael Tellaeche Diaz holds 1 interest of partners that represents 25% of the capital stock of the Company

Schedule 4.1(d)

Due Organization and Qualification; Subsidiaries

· Celadon Group, Inc.:

o Employee stock options covering 650,000 shares

o Obligation to issue Transport Enterprise Leasing one million (1,000,000) shares of common stock.

o The Warrants.

o Section 382 Tax Benefits Preservation Plan dated as of August 9, 2018, as in effect on the date hereof.

Schedule 4.5

Intellectual Property

None.

Schedule 4.6(a)

Pending or Threatened Proceedings

None.

Schedule 4.6(b)

Litigation

Material Pending Litigation

Case Name	Case Description	Jurisdiction/Court	Procedural Status	Covered by Insurance
Vitale v. Celadon	I/C drivers domiciled in California alleging misclassification.	CA/State	Reached a settlement for $500,000; waiting for court approval	No
McCoy v. Celadon	Company drivers alleging wage deduction and wage payment violations.	IN/State	Complaint and Answer filed; Agreed to participate in mediation; Waiting on demand for plaintiff for approximately 1.5 years.	Yes
Tango Transport Bankruptcy	Alleging damages related to Celadon's asset purchase of Tango Transport. Claimed damages include driver bonuses due under the asset purchase agreement and conversion of trailers.	TX/Federal	Currently stayed	No
Fleet Truck Sales v. Celadon & Quality	FTS (Werner) filed suit against Celadon and Quality for breach of contract and corresponding damages.	NE/Federal	Plaintiff demanded $5,531,276 in their amended complaint. We asserted that the liquidated damage provision	No

			($166,000) in the purchase agreement is enforceable. The Court granted our MSJ. Plaintiff has now filed an appeal with the 8th Circuit. Both parties have filed briefs.
Sheryl Ray et al v. CTSI & Myron Wilson	Claim No. ZA-00007199; Loss Date: 12/16/2016; Loss State: IL; Description: Icy conditions. V2 pulled to shoulder with hazards. V1 slid on ice and struck V2.	IL/Federal	[*] Mediation scheduled for 8/1/2019.  Trial set to begin on 8/19/2019.	Yes
Lonnie Butler v. Abner Albarez-Carballo & CTSI	Claim No. ZA-00008046; Loss Date: 2/21/2017; Loss State: AR; Description: Client Driver - fatal	TX/State	Settled for $1,525,000. File to be closed upon remittance of settlement amount.	Yes
Charles & Michael Cotton v. Integrity Transport, CTSI, Earl Warner & Travis Parker	Claim No. ZA-00004942; Loss Date: 7/4/2016; Loss State: MS; Description:V1 struck V2 who was stopped in the road at night with no lights on after being struck by V3 who was in the ditch.	MS/State	Settled for $640,000. File to be closed upon remittance of settlement amount.	Yes
Johnny Kyles v. CTSI & Dwight Jones	Claim No. ZA-00012285; Loss Date: 4/9/2014; Loss State: MO; Description: V2 stopped due to traffic, V1 struck V2 in rear.	MO/Federal	Settled for $525,000. File to be closed upon remittance of	Yes

			settlement amount.
Not in Litigation	Claim No.ZA-00013207; Loss Date: 2/12/2018; Loss State: WI; Description: There was an unexpected fog on a clear day. V1 slowed because two vehicles in front had stopped due to another accident. V1 was unable to stop and struck V2.	N/A	No suit filed yet. No demand received. Resolution does not appear to be imminent.	Yes
Not in Litigation	Claim No. ZA-00015361; Loss Date: 7/17/2018; Loss State: WA; Description:V1 turned right into driveway and was struck by V2. V2 dvr received fatal injuries.	N/A	Settled for $483,000. File to be closed upon remittance of settlement amount.	Yes
Dean & Christine Mason v. A&S Services Group, CTSI & Johnny Washington	Claim No. ZA-00002369; Loss Date: 8/5/2015; Loss State: SC; Description:V1 lost dual tires off tractor.  Tires bounced into oncoming traffic causing collision.	SC/State	No demand received. Resolution does not appear to be imminent.	Yes
Evelina Harris & Winthrop Carrie v. CTSI, Taylor Express & Marvin Register	Claim No. ZA-00008704; Loss Date:4/10/2017; Loss State: LA; Description:V1 changed lanes and struck V2.	LA/Federal	Trial likely to be continued. Plaintiffs are currently subject to investigation for staging multiple accidents (including this case). [*]	Yes
Ronnie Williams, Pamela Williams & Debra Wheatfall v. CTSI & Ronald Ghoston	Claim No. ZA-00004826; Loss Date:6/24/2016; Loss State: LA; Description:Accident happened on bridge and caused traffic to stop suddenly, v2 stopped	LA/Federal	Settled via mediation for $503,000.	Yes

	suddenly and v1 braked but struck v2 rear bumper.
David Short & Gerald Theriot (two law suits) v. Harvey Harris and CTSI	Claim No. ZA- 00008829; Loss Date:4/19/2017; Loss State: LA; Description: V1 rear ended V2. V2 driver fatal. Four additional vehicles involved.	LA/Federal	Company has already paid $1,593,841.11 of $2,000,000 retention. One claimant remaining. Mediation pending. Excess insurance on notice.	Yes
Amando Reyna v. CTSI & Richard Dollar	Claim No. ZA- 00009327; Loss Date:5/29/2017; Loss State: TX; Description: V2 was struck in the rear by V3. V3 left at the scene, and our driver came upon V3, tried to avoid, but struck V3 and then V2.  The accident occurred at 1:50 AM in an unlit part of I-20.	TX/State	Liability disputed. Trial not likely until 2020.	Yes
Daniette Jimenez v. CTSI & Duane Vinatieri	Claim No. ZA- 00012400; Loss Date:1/8/2015; Loss State: CA; Description: V2 struck left side of V1; V2 spun out and lost control.	CA/State	Settled for $350,000. File to be closed upon remittance of settlement amount.	Yes
Not in Litigation	Claim No. ZA- 00014240; Loss Date:4/23/2018; Loss State: TX; Description: V1 was driving on I-35 in right middle lane behind V2. V2 stopped suddenly and made a left turn towards the median of highway. V1 veered right to the shoulder to avoid hitting V2 but struck V2 anyway.	N/A	Claimant recently became attorney repped. No suit filed yet.	Yes

Christina Patton, Chandra White & Patricia Bryant v. Donavan Stanfiled	Claim No. ZA- 00012280; Loss Date:1/29/2014; Loss State: AL; Description: V1 hit icy patch, and sideswiped V2.	AL/State	Trial was moved to early 2020 (no date yet).  Awaiting additional medical bills and will set a mediation date in the next couple of months.	Yes
Not in Litigation	Claim No. ZA- 00012579; Loss Date:12/31/2017; Loss State: OK; Description: V1 was behind V2. V2 was stopped. The highway was dark, no lights. V1 hit V2 in the rear. Per DOT Supv. Washington, told V1 to tell company that V2 was overweight and should not have been on turnpike/road.	N/A	[*]	Yes
Anthony Griffen v. CTSI & Arnold Brown	Claim No. ZA- 00010558; Loss Date:8/22/2017; Loss State: LA; Description: V1 made a left hand turn. V2 driving towards V1 and struck V1.	LA/State	Parties are engaged in negotiations in an effort to resolve prior to trial. Trial set for 1/27/2020.	Yes
Karen Hawk v. CTSI/A&S & David Hall	Claim No. ZA- 00003859; Loss Date:3/16/2016; Loss State: FL; Description: V1 made left turn in front of V2. V2 struck passenger side trailer tires.	FL/State	Mediation was unsuccessful. Parties have reengaged in negotiations. Trial set for 9/9/2019.	Yes
Estate of Thad Atkins v. CTSI/A&S & Rosevelt Bush	Claim No. ZA- 00013674; Loss Date:1/19/2017; Loss State: AL; Description: V1 trailer brakes locked up and stalled. V2 was driving at excessive speeds and rear ended V1. V2 driver fatal	AL/Federal	Awaiting demand from Plaintiff. Liability is disputed.	Yes

Nichole Underwood et al v. Mohamed Sesay	Claim No. ZA- 00009541; Loss Date 6/10/2017; Loss State: OH; Description: V2 swerved to avoid deer and entered V1’s lane. V1 hit V2 in rear. Fatalities.	OH/Federal	Suit recently filed and moved to Federal Court.	Yes
Jelleaner Green & Dianne Neal v. Robert Markovitch & Eagle	Claim No. ZA- 00004966; Loss Date:7/4/2016; Loss State: AL; Description: V1 and v2 involved in side impact collision.	AL/Federal	Settled for $390,000. File to be closed upon remittance of settlement amount.	Yes

Schedule 4.7

Compliance with Laws

None.

Schedule 4.10

Employee Benefits

None.

Schedule 4.11

Environmental Condition

None.

Schedule 4.14

Indebtedness

· The Agreement.

· That certain Credit and Security Agreement, dated as of the Closing Date, among the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto and the ABL Administrative Agent (as may be amended, restated, supplemented, modified, replaced or refinanced from time to time in accordance with the terms of the Intercreditor Agreement).

· That certain Deferred Prosecution Agreement between the United States Department of Justice and the Borrower dated April 24, 2019.

· That certain Cash Collateral and Letter of Credit Reimbursement Agreement by and between Celadon Group, Inc. as borrower thereunder, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A. in its capacity as L/C Issuer.

· The following capital leases and equipment financings:

Lessor/Lender	Balance 6/30/19
Bridge Funding Group	$  14,113,537.53
TCF Equipment Finance	$        583,575.00
Banc of America Leasing	$    2,369,162.36
J.P. Morgan Equipment Finance	$    7,915,989.72
Huntington National Bank	$  11,163,917.93
PNC Equipment Finance	$  14,243,167.03
Citizens Asset Finance	$    4,203,468.97
Regions Equipment Finance	$  15,710,247.49
STAR Equipment Finance	$    1,031,528.07
SunTrust Robinson Humphrey	$    4,920,129.43
Wells Fargo Equipment Finance	$  13,696,764.88
Commerce Bank Equipment Finance	$    5,674,065.10
Daimler Truck Financial	$  23,111,345.76
Fifth Third Equipment Finance	$  10,423,591.97
BB&T Equipment Finance	$    1,137,551.96

Schedule 4.15

Taxes

· Overdue excise taxes on equipment sales as further described in that certain Excise Tax Examination Changes and Consent to Assessment and Collection form dated July 16, 2019.  Overdue amount is approximately $2,831,146.71 including interest.  No penalties were assessed.

Schedule 4.19

Employee and Labor Matters

(a)

· Collective Bargaining Agreement/Pay Agreement by and among Sindicato Nacional de Trabajadores del Transporte, S. y C. “Ricardo Flores Magon” (National Union of Transport Workers “Ricardo Flores Magón”) and Servicios de Transportación Jaguar, S.A. de C.V.

Schedule 4.21(a)

Real Estate

Company	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Purpose/Use
1. Celadon Realty, LLC	3400 West Market Street, York, PA	Owned	Wolf Distributing occupies 85% of the building; Remainder occupied by A&S.	Warehouse, office space
2. Celadon Realty, LLC	9050 East 33rd Street, Indianapolis, IN	Owned	Leased to 160 Driving Academy (occupies approx. 60% of the building)	Former Celadon Driving Academy training school, Dorms, Office Space, Gym
3. Celadon Group, Inc.	9503-9517 East 33rd Street, Indianapolis, IN	Owned	N/A	Celadon corporate headquarters – Office Space, Maintenance, Dormitory, Medical Facility
4. Celadon Trucking Services, Inc.	13601 Mercury Drive, Laredo, TX	Owned	N/A	Office Space, Warehouse, Maintenance Shop, Equipment Parking;
5. Taylor Express, Inc.	5417 US Highway 301 South, Hope Mills, NC	Owned	N/A	Office Space and Equipment Parking; Trucking Terminal
6. Celadon Realty, LLC	5600 Midlothian Turnpike, Richmond, VA	Owned	N/A	Office Space, Driving School, Dorms, Training Facility, Maintenance Shop, Dock, Equipment Parking;

Company	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Purpose/Use
7. Celadon Trucking Services, Inc.	9420 East 30th Street, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	Trailer and Equipment Storage (vacant land)
8. Celadon Realty, LLC	9702 East 30th Street, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	Maintenance, Office Space, Paved Parking Lot
9. Celadon Realty, LLC	9920 East 30th Street, Indianapolis, IN	Owned	N/A	Office Building; a portion of this is leased to Logistics buyer
10. Celadon Realty, LLC	10010 Conveyor Drive, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	Trailer and Equipment Storage
11. Celadon Realty, LLC	28055 Wick Road, Romulus, MI	Owned	N/A	Office Space, Maintenance and Warehouse, Trailer Storage
12. Celadon Realty, LLC	2847 East 600 South, Warren, IN	Owned	N/A	Office Space, Maintenance and Warehouses
13. Celadon Realty, LLC	221 Cockeysville Road, Hunt Valley/ Cockeysville, MD	Owned	Partially leased to Marathon Roofing, LLC through 2020; A&S uses as well; lease some office space and some parking to A&S; lease some space to Logistics buyer – believe ~ 20,000 sq ft warehouse	Warehouse, Office Space
14. Celadon Realty, LLC	110 East Oak Street, Butler, IN	Owned	N/A	Warehouse, Storage, and Office Space

Company	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Purpose/Use
15. Taylor Express, Inc.	1707 N. 5th Street, Union City, TN	Owned	N/A	Maintenance and Repair Facility, Office Space, Equipment Parking
16. Celadon Realty, LLC	5523 US Highway 301 South, Hope Mills, NC	Owned	N/A	Vehicle Storage (vacant land)
17. Celadon Realty, LLC	Osborn Lot, Tallahassee Street and Crenshaw Avenue, Gadsden, AL	Owned	N/A	Four lots
18. Vorbas, LLC	101 Dollar Street, Ottoville, OH	Owned	N/A	Warehouse, Shop, Office
19. Vorbas, LLC	112/2708 Garford Avenue, Lima, OH	Owned	N/A	Warehouse
20. Hyndman Transport Limited	50 Omands Creek Blvd., Winnipeg, MB, R2R 1V7	Owned	N/A	Facility
21. Hyndman Transport Limited	1001 Belmore Line, Wroxeter, ON, N0G 2X0	Owned	N/A	Truck Service and Repair Facility/Head Office
22. Hyndman Transport Limited	2616 Cedar Creek Road, Ayr, ON, N0B 1E0	Owned	N/A	Truck Service and Repair Facility
23. Servicios de Transportación Jaguar, S.A. de C.V.	Finca No. 84386 de Nuevo Laredo, Terreno Rustico, Libramiento Mex II KM 27 + 100, Poligono 3, Col. Ejido El Progreso, Nuevo Laredo, Tamaulipas, Mexico	Owned	N/A	Commercial and Services
24. Celadon Trucking Services, Inc.	2501 60th St., Hampton, VA	Leased	Jack's Properties, LLC	Terminal/Crossdock, Shop, Office Space
25. Celadon Group, Inc.	7240 I 35 E, Waxahachie, TX	Leased	7240 I-35 East, LLC; Subject to Sale-Lease-back arrangement; Subleased to 19th Capital Group, LLC	Warehouse/Garage and Office Space

Company	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Purpose/Use
26. Celadon Group, Inc.	2335 West Raymond Street, Indianapolis, IN	Leased	2335 W. Raymond St., LLC	Terminal
27. Celadon Trucking Services, Inc.	1245 West Grand Avenue, Rainbow City, AL	Leased	Multico Inc.; Lease with option to purchase	Terminal, Warehouse, Maintenance, and      Office Space
28. Celadon Realty, LLC	9801 E. 102nd Avenue, Henderson, CO	Leased	RLF I-C SPE, LLC	Terminal and Office Space
29. Distribution, Inc. (FTL)	16795 SE Evelyn St, Clackamas, OR	Leased	Berry Properties L.L.C.	Terminal and Office Space
30. Distribution, Inc. (FTL)	2345 NE Spalding St, Grants Pass, OR	Leased	Spalding & Son, Incorporated	Crossdock, Warehouse, Office Space, and Trailer parking
31. Celadon Trucking Services, Inc.	1255 NC Hwy. 66 S., Kernersville, NC	Leased	YRC Inc.	Terminal, Office Space, Trailer parking
32. Hyndman Transport Limited	1325 Des Riveurs, Levis, PQ, G6V 0A2	Leased	Societe Immobiliere P3 Inc.	Office Space
33. Hyndman Transport Limited	1805 Chemin St. Francois, Dorval, PQ, H9P 2S1	Leased	Transport Schonfield Inc. (Div 115522 Canada Inc.)	Yard
34. Hyndman Transport Limited	1133 Finch Ave. W., North York, ON, M3J 2E5	Leased	Hilliard Cooney Limited	Yard
35. Hyndman Transport Limited	Wellings Road & Fleet St., Regina, SK	Leased	Kearns Truck & Trailer	Yard
37. Hyndman Transport Limited	8450 Venture Ave. SE, Calgary, AB, T3S 0A2	Leased	Railroad Runner Container Services Ltd.	Yard

Company	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Purpose/Use
38. Hyndman Transport Limited	11459 – 149 Street, Edmonton, AB, T5M 1W8	Leased	1731739 Alberta Ltd.	Yard

Schedule 4.21(c)

Real Estate

· The property located at 5417 US Hwy 301 South, Hope Mills, NC, is subject to a condemnation action by the NC DOT, which is expanding a road adjoining the property.  The Borrower does not expect this to materially impact the value or use of the property. The Borrower will be contesting the amount of compensation that was deposited with the court as compensation ($40,000) as insufficient. Set for trial.

· Romulus, Michigan property – roof and parking lot need repair and water line froze and caused damage to office area.

Schedule 4.23

Material Contracts

· The Agreement.

· That certain Credit and Security Agreement, dated as of the Closing Date, among the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto and the ABL Administrative Agent (as may be amended, restated, supplemented, modified, replaced or refinanced from time to time in accordance with the terms of the Intercreditor Agreement).

· That certain Deferred Prosecution Agreement between the United States Department of Justice and the Borrower dated April 24, 2019.

Schedule 5.1

Financial Statements, Reports, Certificates

Deliver to the Administrative Agent with copies for each Lender each of the financial statements, reports, or other items set forth below at the following times in form reasonably satisfactory to the Lead Lender (or if no Lead Lender, the Required Lenders:

As soon as available, but in any event within 30 days after the end of each month during each Fiscal Year,

(a) an unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering the Borrower’s and its Subsidiaries’ operations during such period and the then elapsed portion of such Fiscal Year, together with a report of the key performance indicators for such month consistent with the key performance indicators set forth in the financial model delivered to the Administrative Agent prior to the Closing Date, which financial statements (i) prior to the Restatement Effective Date, have been prepared on a basis consistent with the most recent financial statements of the Borrower and the Subsidiaries delivered to the Administrative Agent before the Closing Date and are so certified by a Responsible Officer and (ii) on and after the Restatement Effective Date, (x) were prepared in accordance with GAAP except as otherwise expressly noted therein and are certified by a Responsible Officer as fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results and operations for the period covered thereby and (y) compared to the figures for the corresponding month and portion of the Borrower’s prior Fiscal Year and against the Projections for such year delivered pursuant to clause (e) below; provided that, with respect to the first such delivery required after the Restatement Effective Date, to the extent such delivery is required prior to 60 days following the Restatement Effective Date, the Borrower shall be permitted to deliver financial statements complying with clause (i) above on the required delivery date, but shall be required to deliver financial statements complying with clause (ii) above with respect to such month on or prior to the date that is 60 days following the Restatement Effective Date.

as soon as available, but in any event within 45 days after the end of each Fiscal Quarter during each Fiscal Year,

(b)(x) an unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering the Borrower’s and its Subsidiaries’ operations during such period and the then elapsed portion of such Fiscal Year, which financial statements (A) prior to the Restatement Effective Date, prepared on a basis consistent with the most recent financial statements of the Borrower and the Subsidiaries delivered to the Administrative Agent before the Closing Date and are so certified by a Responsible Officer

and compared to the figures for the corresponding quarter and portion of the Borrower’s prior Fiscal Year; and (B) on and after the Restatement Effective Date (i) were prepared in accordance with GAAP except as otherwise expressly noted therein, (ii) are certified by a Responsible Officer as fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, and (iii) compared to the figures for the corresponding quarter and portion of the Borrower’s prior Fiscal Year and against the Projections for such year delivered pursuant to clause (e) below, subject with respect to clauses (i) and (ii) to the absence of footnotes and normal year-end audit adjustments; and in the case of both the preceding clauses (A) and (B), with a corresponding discussion and analysis of financial condition and results or operations from management; provided that, with respect to the first such delivery required after the Restatement Effective Date, to the extent such delivery is required prior to 60 days following the Restatement Effective Date, the Borrower shall be permitted to deliver financial statements complying with clause (A) above on the required delivery date, but shall be required to deliver financial statements complying with clause (B) above with respect to such Fiscal Quarter on or prior to the date that is 60 days following the Restatement Effective Date, and (y) a Compliance Certificate of a Responsible Officer (i) certifying (A) as to whether there exists a Default or Event of Default on the date of such certificate, and to the extent any exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto and (B) as to the details of all Dispositions, issuances of Indebtedness and acquisitions that have occurred during such period, (ii) certifying to and attaching the insurance binder for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during such period, (iii) setting forth reasonably detailed calculations of the financial covenants set forth in Section 6 of this Agreement, and (iv) setting forth (x) the outstanding principal amount of the loans and the face amount of letters of credit issued (whether drawn or undrawn) under the ABL Facility and (y) the maximum amount of Indebtedness under the ABL Facility permitted to be incurred under clause (e) of the definition of Permitted Indebtedness

as soon as available, but in any event within 90 days after the end of

(c) consolidated financial statements of the Borrower and its Subsidiaries for each such Fiscal Year which (i) prior to the date the issuance of the financial statements for the fiscal year ended June 30,

2

each Fiscal Year, commencing with Fiscal Year ended June 30, 2019, 2019 and prior periods have been completed, will be prepared on a basis consistent with the most recent financial statements of the Borrower and the Subsidiaries delivered to the Administrative Agent before the Closing Date and will be so certified by a Responsible Officer  and (ii) on and after the date the issuance of the financial statements for the fiscal year ended June 30, 2019 and prior periods have been completed, will be audited by, and accompanied by a report and opinion of, registered certified public accountants of nationally recognized standing and certified by such accountants, without any exception or qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Article 6 of the Agreement), other than any exception pending the issuance of the audits and any adjustments made in connection with the audit committee’s review and subsequent restatement of the 2016 audited and interim financial statements and issuance of 2019 and prior audited and interim financial statements, and such report and opinion shall provide that such financial statements have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet and related consolidated statements of income, cash flows, and shareholder’s equity) and that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis; provided that the Borrower shall deliver the unaudited financial statements for Fiscal Year ended June 30, 2019 and the Borrower shall not be required to deliver the audited financial statements, together with audit reports and opinion until the audit reports and opinion for Fiscal Year ended June 30, 2019 have been obtained,   (d) a Compliance Certificate of a Responsible Officer (i) certifying (A) as to whether there exists a Default or Event of Default on the date of such certificate, and to the extent any exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto and (B) as to the details of all Dispositions, issuances of Indebtedness and acquisitions that have occurred during such period, (ii) certifying to and attaching the insurance binder for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during such

3

	period, (iii) setting forth reasonably detailed calculations with the financial covenants in Section 6 of the Agreement (iv) including updated Schedules to the Perfection Certificate, and (v) setting forth (x) the outstanding principal amount of the loans and the face amount of letters of credit issued (whether drawn or undrawn) under the ABL Facility and (y) the maximum amount of Indebtedness under the ABL Facility permitted to be incurred under clause (e) of the definition of Permitted Indebtedness.
as soon as available, but in any event within 30 days after the start of each of each Fiscal Year,	(e) copies of the Borrower’s Projections, in form and substance reasonably consistent with the projections provided to the Administrative Agent prior to closing (including as to scope and underlying assumptions) for the forthcoming 3 years, year by year, and for the forthcoming Fiscal Year, month by month, certified by the chief financial officer of the Borrower as being the Borrower’s good faith estimate of the financial performance of the Borrower during the period covered thereby.
concurrently with the delivery of the financial statements referred to in clause (c) above,	(f) from and after the Restatement Effective Date, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge of any Default or Event of Default during the course of their examination (such certificate to be in accordance with the requirements of applicable accounting guidelines).
if and when filed by the Borrower,	(g) copies of Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports and (h) copies of any other filings made by the Borrower with the SEC, or any Governmental Authority succeeding to any or all functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally; provided, that all filings made publicly on the SEC’s EDGAR platform will be deemed delivered under the preceding clause (g) and this clause (h), so long as Borrower provides a separate copy thereof to the Administrative Agent or Lenders upon written request.
concurrently with their delivery thereunder,	(i) copies of any financial reports, statements and other materials required to be delivered to any person pursuant to the ABL Credit Agreement, including, but not limited to, each borrowing base certificate or pursuant to the terms of any other Material Indebtedness, in each case, to the extent providing materially different information than what is required hereunder.
promptly after the furnishing thereof to the board of directors (or the audit committee of	(j) copies of any detailed final audit reports, management letters or recommendations submitted by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them.

4

the board of directors) of the Borrower
promptly, but in any event within 3 Business Days after the Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	(k) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.
promptly after the commencement thereof or any material development therein, but in any event within 5 Business Days after the service of process with respect thereto on the Borrower or any of its Subsidiaries	(l) notice of all actions, suits, or proceedings brought by or against the Borrower or any of its Subsidiaries before any arbitrator or Governmental Authority, or any material development therein, which reasonably could be expected to result in a Material Adverse Effect and a statement setting forth details thereof and any action proposed to be taken with respect thereto.
promptly upon the occurrence thereof, but in any event within 3 Business Days of such occurrence,	(m) notice of: (i) any event or other development by which the Borrower or any of its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability which, in respect of each of clauses (A) - (D), individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect, (ii) any ERISA Event, (iii) any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries or the Indebtedness under the ABL Credit Agreement, and (iv) for so long as the Borrower and its Subsidiaries maintain a corporate family rating, any announcement by Moody’s or S&P of any change or possible change in the corporate family rating of the

5

	Borrower and its Subsidiaries, and/or (v) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, and a statement setting forth the details thereof and any action proposed to be taken with respect thereto.
as soon as available, but in any event within 45 days (90 days in the case of a Fiscal Quarter that is the last quarter of a Fiscal Year)	(n) with respect to the Rolling Stock that constitutes Collateral, a certificate setting forth, as of the end of the previous Fiscal Quarter and for the portion of the Fiscal Year then ended, certified by an appropriate officer of the Loan Parties as true and correct, (1) a summary report of the Rolling Stock that constitutes Collateral reflecting (w) beginning Rolling Stock, (x) additions to Rolling Stock, (y) Disposition of Rolling Stock and (z) ending Rolling Stock, in each case, setting forth the following information (which, with respect to Excluded Rolling Stock, shall be provided to the extent available): the date of acquisition, the manufacturer, the model year, the model, the approximate mileage, the vehicle identification number (or other similar serial number), the Loan Party that is the owner, and the internal tracking number, and (2) such other further information related thereto as a Lead Lender (or if there is no Lead Lender, the Administrative Agent) may reasonably request).
upon the request of Administrative Agent or any Lender,	(o) any other information reasonably requested relating to the financial condition, business affairs and results of operations of the Borrower or its Subsidiaries.
promptly following the receipt or delivery thereof,	(p) copies of any documents described in Section 101(f) or 101(j) of ERISA that any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates may receive with respect to a Pension Plan and/or Section 101(f), Section 101(k), or Section 101(l) of ERISA that any Loan Party or any of their respective Subsidiaries or any of their respective ERISA Affiliates may request with respect to any Multiemployer Plan; provided, that if any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or plan sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, a Loan Party or one of its Subsidiaries and/or one of their respective ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or plan sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof, and (q)  copies of any notices, agreements or documents received (or delivered by) a Loan Party pursuant to, or in connection with, the DPA.

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On the second Business Day of each week,	(r) a report, in form and substance satisfactory to the Administrative Agent, setting forth the Liquidity of the Borrower during the previous week ended on the preceding Friday.
Within 30 days after the end of each month during each Fiscal Year,	(s)  an updated LTV Percentage Calculation, calculated based on the 2019 Appraisals, the 2020 Appraisals and any more recent appraisal, as applicable, certified as true and correct by a Responsible Officer of the Borrower.

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Schedule 5.14

Compliance with ERISA and the Code

· Matters addressed in the Voluntary Correction Program submitted to the IRS on or about January 18, 2019.

· Overdue excise taxes on equipment sales as further described in that certain Excise Tax Examination Changes and Consent to Assessment and Collection form dated July 16, 2019.  Overdue amount is approximately $2,831,146.71 including interest.  No penalties were assessed.

Schedule 5.19

Post Closing

· Assignment, and/or execution and delivery of, each of the collateral documents referenced in Schedule 1.1(b) within sixty (60) days of the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion).

· Completion of registration of the Administrative Agent’s Lien with respect to vehicles in Canada within five (5) Business Days of the Closing Date (or such later date agreed to by the Administrative Agent in its sole discretion).

· Within seven (7) days of the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion), the Loan Parties shall deliver to Administrative Agent evidence of payment in full of the excise tax liability set forth in Schedule 4.15 above.

Schedule 7.1

Indebtedness

· That certain Cash Collateral and Letter of Credit Reimbursement Agreement by and between Celadon Group, Inc. as borrower thereunder, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A. in its capacity as L/C Issuer.

Schedule 7.9

Investments

· Celadon Trucking Services, Inc. holds 49% of the outstanding membership units of All Zone Logistics LLC.

Schedule 7.10

Transactions with Affiliates

· Minority interest investments disclosed on Schedule 7.9

· In addition to agreements relating to grants of equity awards in the ordinary course of business, Loan Parties are party to the following collective bargaining agreements, management agreements and consulting agreements:

Parties	Type of Agreement	Term of Agreement
Sindicato Nacional de Trabajadores del Transporte, S. y C. “Ricardo Flores Magon” (National Union of Transport Workers “Ricardo Flores Magón”) and Servicios de Transportación Jaguar, S.A. de C.V.	Collective Bargaining/Pay Agreement	Date of execution: 07/19/17 Effective date: 05/01/17 Term: Indefinite. (Annual salary review and bi-annual general review)
Celadon Group, Inc. and William Eric Meek	Resignation and Consulting Agreement, General Release, and Non-Competition, Non-Disclosure and Non-Solicitation Agreement, dated April 28, 2017	Severance period has terminated. Certain obligations survive the termination of this period.
Celadon Group, Inc. and Paul Will	Will Consulting Agreement, dated July 18, 2017	Twelve months (ending on July 31, 2018; can be extended for one (1) additional year term)
Celadon Group, Inc. and Doug Schmidt	Employment Agreement	None (subject to certain severance provisions).
Celadon Group, Inc. and Thomas S. Albrecht	Employment Agreement, dated October 16, 2017	None (subject to certain severance provisions).
Celadon Group, Inc. and Chase Welsh	Employment Agreement	None (subject to certain severance provisions).
Celadon Group, Inc. and Jonathan Russell	Employment Agreement, dated November 3, 2017	None (subject to certain severance provisions).
Celadon Group, Inc. and Vincent Donargo	Amended and Restated Employment Agreement, dated May 1, 2019	None (subject to certain severance provisions)
Celadon Group, Inc. and Paul C. Svindland	Amended and Restated Employment Agreement, dated December 5, 2018	None (subject to certain severance provisions)

Parties	Type of Agreement	Term of Agreement
Celadon Group, Inc. and Michael Miller	Chairman Compensation Letter Agreement, dated July 24, 2017	None.
Celadon Group, Inc. and Bobby Peavler	Peavler Severance Agreement, dated March 16, 2018	6 months' severance (total $110,000.00)

EXHIBIT A-1

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

[NAME OF LENDER]
By:
Name:
Title:
Date:	________ __, 20[  ]

[Signature Page to Tax Compliance Certificate]

EXHIBIT A-2

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent for the Lenders.

Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	________ __, 20[  ]

[Signature Page to Tax Compliance Certificate]

EXHIBIT A-3

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent for the Lenders.

Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:  (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	________ __, 20[  ]

[Signature Page to Tax Compliance Certificate]

EXHIBIT A-4

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:  (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Remainder of Page Intentionally Left Blank]

[NAME OF LENDER]
By:
Name:
Title:
Date:	________ __, 20[  ]

[Signature Page to Tax Compliance Certificate]

EXHIBIT B

[FORM OF] COMPLIANCE CERTIFICATE
[Date]

Blue Torch Finance, LLC, as Administrative Agentc/o Blue Torch Capital LP430 Park Avenue, Suite 1202New York, New York 10022Email: BlueTorchAgency@cortlandglobal.com

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) for the Lenders.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

I, _________________________¹, being duly elected and qualified, and acting in my capacity as, _________________________ of the Borrower, hereby certify to the Administrative Agent and each Lender as follows:

1.

[Attached hereto as Attachment I are the unaudited consolidated balance sheet, income statement, statement of cash flow and shareholders’ equity covering the Borrower’s and its Subsidiaries’ operations (x) during the Fiscal Quarter ending  [_____] and (y) the portion of the current Fiscal Year ending [_______], together with comparisons to the figures for the corresponding Fiscal Quarter and portion of the Borrower’s prior Fiscal Year, and against the Projections for such year, and a corresponding discussion and analysis of financial condition and results or operations from management. The financial statements attached hereto as Attachment I (i) were prepared in accordance with GAAP except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date of such financial statements and their results of operations for the period covered thereby, subject to the absence of footnotes and normal year-end audit adjustments.]

¹ Must be executed by a Responsible Officer.

1

 [Attached hereto as Attachment I are the consolidated financial statements of the Borrower and its Subsidiaries (such financial statements to include a balance sheet and related consolidated statements of income, cash flows, and shareholder’s equity) for the Fiscal Year ended [______], audited by, and accompanied by a report and opinion of, [Grant Thornton LLP] and certified by such accountants, without any exception or qualifications [(including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Article VI of the Credit Agreement)]². The report and opinion attached hereto as Attachment I provide (i) that such financial statements have been prepared in accordance with GAAP  and (ii) that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis.]³

2.          The calculations set forth on Attachment II hereto are reasonably detailed calculations of the financial covenants set forth in Article VI of the Credit Agreement.

3.          Based upon a review of the activities of the Borrower and its Subsidiaries and the financial statements attached hereto during the period covered thereby, as of the date hereof, [there exists no Default or Event of Default] [OR] [a [Default][Event of Default] exists, and the details thereof and the actions which the Borrower has taken or proposes to take with respect thereto are specified on Attachment [●] hereto].

4.          [Attachment [III] hereto contains updated (i) Schedules to the Credit Agreement, and (ii) Schedules to the Perfection Certificate, in each case, as applicable and all in reasonable detail.]⁴

5.          [Attachment [IV] hereto contains details of all Dispositions, issuances of Indebtedness and acquisitions that have occurred during the Fiscal [Quarter][Year] ending [__________].]

6.          [Attachment [V] hereto contains the insurance binder for any insurance coverage of any Loan Party or any Subsidiary of any Loan Party that was renewed, replaced or modified during Fiscal [Quarter][Year] ending [______________], which  renewed, replaced  or  modified  insurance coverage complies in all respects with the requirements of the Credit Agreement.]

7.          Attachment [VI] hereto sets forth (x) the outstanding principal amount of the loans and the face amount of letters of credit issued (whether drawn or undrawn) under the ABL Facility

² Such audit report and opinion may include exceptions pending the issuance of the audits and any adjustments made in connection with the audit committee’s review and subsequent restatement and/or audit, as applicable, of the fiscal 2017-2019 audited and interim financial statements.

³ Such audit report and opinion (but not the financial statements) will not be required to be delivered until the audit reports and opinions for the Fiscal Years ended June 30, 2017, 2018, and 2019 have been obtained.

⁴ Required if the Compliance Certificate is being delivered for the end of a Fiscal Year.

2

and (y) the maximum amount of Indebtedness under the ABL Facility permitted to be incurred under clause (e) of the definition of Permitted Indebtedness.

8.          Attachment [VII] hereto sets forth, during the Fiscal Quarter ending  [_____] and the portion of the current Fiscal Year ending [_______], (A) a summary report of the Rolling Stock that constitutes Collateral reflecting (i) beginning Rolling Stock, (ii) additions to Rolling Stock, (iii) Disposition of Rolling Stock and (iv) ending Rolling Stock, in each case, setting forth the following information (which, with respect to Excluded Rolling Stock, shall be provided to the extent available): the date of acquisition, the manufacturer, the model year, the model, the approximate mileage, the vehicle identification number (or other similar serial number), the Loan Party that is the owner, and the internal tracking number, and (B) a report reconciling the records of the Loan Parties against the most recent report of the Title Processor with respect to the Rolling Stock.

9.          Since the Closing Date and except as disclosed in prior Compliance Certificates, no Loan Party and no Subsidiary of any Loan Party has:

(i)          changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired any material Subsidiary[, except as described on Attachment [VIII] hereto];

(ii)          acquired all or substantially all of the assets of, or merged or consolidated with or into, any Person[, except as described on Attachment [IX] hereto]; or

(iii)          changed the address of its chief executive office or otherwise relocated[, except as described on Attachment [X] hereto].

[Remainder of Page Intentionally Left Blank]

3

IN WITNESS WHEREOF, the undersigned has caused this Compliance Certificate to be executed as of the date first above written.

By:

Name:

Title:

    

[Signature Page to Compliance Certificate]

Attachment I

Financial Statements

(attached)

Attachment II

Calculation of Financial Covenants for Compliance Certificate

[Attachment III — Updated Schedules]

[Attachment IV — Dispositions, Indebtedness and acquisitions]

[Attachment V — Insurance]

[Attachment VI — Indebtedness under the ABL Facility]

[Attachment VII — Rolling Stock]

[Attachment VIII — Name Changes]

[Attachment IX — Fundamental Changes]

[Attachment X — Address Changes]

EXHIBIT C

[FORM OF] ASSIGNMENT AND ACCEPTANCE

[Date]

Reference is made to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Celadon Group, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Blue Torch Finance, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacities, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The [name of assignor] (the “Assignor”) hereby irrevocably sells and assigns, without recourse, to [name of assignee] (the “Assignee”), and the Assignee hereby irrevocably purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests of the Assignor in the Term Loans on the Effective Date but excluding accrued interest and fees to and excluding the Effective Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement.  From and after the Effective Date (a) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (b) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.

This Assignment and Acceptance is being delivered to the Administrative Agent together with (a) any documentation required to be delivered by the Assignee pursuant to Section 2.13 of the Credit Agreement, duly completed and executed by the Assignee, and (b) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee.  The Assignee shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 10.4(b)(iii) of the Credit Agreement.

The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or any other instrument or document furnished in connection therewith, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, the Loan Agreement, any other Loan Document or any other instrument or document furnished in connection therewith or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or

any other instrument or document furnished in connection therewith or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document or any other instrument or document furnished in connection therewith.

The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements to be an assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated regarding decisions to purchase assets such as those represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to purchase the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vi) if it is a not a U.S. Person, attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

[The Assignor attaches the promissory note[s] held by it and requests that the Administrative Agent exchange such Note[s] for new promissory note[s] payable to the Assignee in [an amount/amounts] equal to the Term Loan[s] assumed by the Assignee pursuant hereto and] [to the Assignor in [an amount/amounts] equal to the Term Loan[s] retained by the Assignor].] [OR] [The Assignee requests that the Borrower issue to the Assignee promissory note[s] payable to the Assignee in [an amount/amounts] equal to the Term [Loan[s] assumed by the Assignee pursuant hereto.]⁵

From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date, unless otherwise agreed in writing by the Administrative Agent.  Each of the Assignor and the Assignee agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to

⁵ Insert language to the extent applicable.

which the other party is entitled pursuant to this clause, and pay to the other party any such amounts which it may receive promptly upon receipt.

This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy or any electronic method of transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.  This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Effective Date:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Assigned Interest:

[Remainder of Page Intentionally Left Blank]

Principal Amount of Term [A] [B] Loans Assigned	Percentage Assigned of Term [A] [B] Loan (set forth, to at least 8 decimals, as a percentage of the aggregate Term [A] [B] Loans of all Lenders under the Credit Agreement)
$	%

The terms set forth above are hereby agreed to:

[Name of Assignor], as Assignor

By:

Name:

Title:

[Name of Assignee], as Assignee

By:

Name:

Title:

[Signature Page to Assignment and Acceptance]

The undersigned hereby consent to the within assignment⁶:

[_____________], as Lead Lender

By:

Name:

Title:

BLUE TORCH FINANCE, LLC, as Administrative Agent

By:

Name:

Title:

⁶ Consents to be included to the extent required by Section 10.4(b)(ii) of the Credit Agreement.

[Signature Page to Assignment and Acceptance]

Back to Form 8-K

EX-10.2

Exhibit 10.2

CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

CREDIT AND SECURITY AGREEMENT

dated as of July 31, 2019

by and among

CELADON GROUP, INC.

and each of its Subsidiaries Party hereto,

each as Borrower, and collectively as Borrowers,

and

MIDCAP FINANCIAL TRUST,

as Administrative Agent and as a Lender,

and

THE ADDITIONAL LENDERS

FROM TIME TO TIME PARTY HERETO

TABLE OF CONTENTS

			Page
ARTICLE 1 - DEFINITIONS			1
	Section 1.1	Certain Defined Terms	1
	Section 1.2	Accounting Terms and Determinations	40
	Section 1.3	Other Definitional and Interpretive Provisions	40
	Section 1.4	Time is of the Essence	41
	Section 1.5	Currency Matters	41
	Section 1.6	Interpretation	42
ARTICLE 2 - LOANS AND LETTERS OF CREDIT			43
	Section 2.1	Loans	43
	Section 2.2	Interest, Interest Calculations and Certain Fees	46
	Section 2.3	Notes	48
	Section 2.4	Reserves	48
	Section 2.5	Letters of Credit and Letter of Credit Fees	48
	Section 2.6	General Provisions Regarding Payment; Loan Account.	52
	Section 2.7	Maximum Interest	52
	Section 2.8	Taxes; Capital Adequacy	53
	Section 2.9	Appointment of Borrower Representative	57
	Section 2.10	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation	58
	Section 2.11	Collections and Lockbox Account	61
	Section 2.12	Terminiation; Restriction on Terminiation	63
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES			64
	Section 3.1	Existence and Power	64
	Section 3.2	Organization and Governmental Authorization; No Contravention	64
	Section 3.3	Binding Effect	64
	Section 3.4	Capitalization	64
	Section 3.5	Financial Information	65
	Section 3.6	Litigation	65
	Section 3.7	Ownership of Property	65
	Section 3.8	No Default	65
	Section 3.9	Labor Matters	65
	Section 3.10	Regulated Entities	66
	Section 3.11	Margin Regulations	66
	Section 3.12	Compliance With Laws; Anti-Terrorism Laws.	66
	Section 3.13	Taxes	66
	Section 3.14	Compliance with ERISA	67
	Section 3.15	Consummation of Operative Documents; Brokers	67
	Section 3.16	Related Transactions	68
	Section 3.17	Material Contracts	68
	Section 3.18	Compliance with Environmental Requirements; No Hazardous Materials	68
	Section 3.19	Intellectual Property	68

i

	Section 3.20	Solvency	69
	Section 3.21	Full Disclosure	69
	Section 3.22	Interest Rate	70
	Section 3.23	Subsidiaries	70
	Section 3.24	Representations and Warranties Incorporated from Operative Documents	70
	Section 3.25	Dormant Subsidiaries; Excluded Entities	70
	Section 3.26	Canadian Pension Plans	70
	Section 3.27	Captive Insurance Subsidiaries	70
	Section 3.28	Drivers	70
	Section 3.29	Property and Assets in Quebec	71
ARTICLE 4 - AFFIRMATIVE COVENANTS			71
	Section 4.1	Financial Statement and Other Reports	71
	Section 4.2	Payment and Performance of Obligations	72
	Section 4.3	Maintenance of Existence	72
	Section 4.4	Maintenance of Property; Insurance	72
	Section 4.5	Compliance with Laws and Material Contracts	74
	Section 4.6	Inspection of Property, Books and Records	74
	Section 4.7	Use of Proceeds	74
	Section 4.8	Estoppel Certificates	74
	Section 4.9	Notices of Litigation and Defaults	75
	Section 4.10	Hazardous Materials; Remediation	75
	Section 4.11	Further Assurances	76
	Section 4.12	Driver Payables	77
	Section 4.13	Power of Attorney	77
	Section 4.14	Borrowing Base Collateral Administration	78
	Section 4.15	Maintenance of Management	78
	Section 4.16	Canadian Pension Plans	78
	Section 4.18	Quebec Matters	79
	Section 4.19	Deferred Prosecution Agreement Payments	79
ARTICLE 5 - NEGATIVE COVENANTS			79
	Section 5.1	Debt; Contingent Obligations	79
	Section 5.2	Liens	79
	Section 5.3	Restricted Distributions	80
	Section 5.4	Restrictive Agreements	80
	Section 5.5	Payments and Modifications of Debt	80
	Section 5.6	Consolidations, Mergers and Sales of Assets; Change in Control	81
	Section 5.7	Purchase of Assets, Investments	81
	Section 5.8	Transactions with Affiliates	81
	Section 5.9	Modification of Organizational Documents	81
	Section 5.10	Modification of Certain Agreements	81
	Section 5.11	Conduct of Business	82
	Section 5.12	Lease Payments	82
	Section 5.13	Limitation on Sale and Leaseback Transactions	82

ii

	Section 5.14	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	82
	Section 5.15	Compliance with Anti-Terrorism Laws	82
	Section 5.16	Agreements Regarding Receivables	83
	Section 5.17	Canadian Pension Plans	83
ARTICLE 6 - FINANCIAL COVENANTS			84
	Section 6.1	Lease Adjusted Net Leverage Ratio	84
	Section 6.2	Capital Expenditures	84
	Section 6.3	Fixed Charge Coverage Ratio	85
	Section 6.4	Minimum Liquidity	85
	Section 6.5	Evidence of Compliance	85
ARTICLE 7 - CONDITIONS			85
	Section 7.1	Conditions to Closing	85
	Section 7.2	Conditions to Each Loan, Support Agreement and Lender Letter of Credit	86
	Section 7.3	Searches	87
	Section 7.4	Post-Closing Requirements	88
ARTICLE 8 - [RESERVED]			88
ARTICLE 9 - SECURITY AGREEMENT			88
	Section 9.1	Generally	88
	Section 9.2	Representations and Warranties and Covenants Relating to Collateral	88
ARTICLE 10 - EVENTS OF DEFAULT			92
	Section 10.1	Events of Default	92
	Section 10.2	Acceleration and Suspension or Termination of Revolving Loan Commitment	95
	Section 10.3	Remedies	96
	Section 10.4	Cash Collateral	98
	Section 10.5	Default Rate of Interest	98
	Section 10.6	Setoff Rights	98
	Section 10.7	Application of Proceeds	99
	Section 10.8	Waivers	99
	Section 10.9	Injunctive Relief	101
	Section 10.10	Marshalling; Payments Set Aside	102
ARTICLE 11 - AGENT			102
	Section 11.1	Appointment and Authorization	102
	Section 11.2	Agent and Affiliates	103
	Section 11.3	Action by Agent	103
	Section 11.4	Consultation with Experts	103
	Section 11.5	Liability of Agent	103
	Section 11.6	Indmenification	103
	Section 11.7	Right to Request and Act on Instructions	104
	Section 11.8	Credit Decision	104

iii

	Section 11.9	Collateral Matters	104
	Section 11.10	Agency for Perfection	105
	Section 11.11	Notice of Default	105
	Section 11.12	Assignment by Agent; Resignation of Agent; Successor Agent	105
	Section 11.13	Payment and Sharing of Payment	106
	Section 11.14	Right to Perform, Preserve and Protect	109
	Section 11.15	Additional Titled Agents	109
	Section 11.16	Amendments and Waivers	109
	Section 11.17	Assignments and Participations	110
	Section 11.18	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	114
	Section 11.19	Buy-Out Upon Refinancing	115
	Section 11.20	Subordination Agreements	115
ARTICLE 12 - MISCELLANEOUS			115
	Section 12.1	Survival	115
	Section 12.2	No Waivers	115
	Section 12.3	Notices	116
	Section 12.4	Severability	116
	Section 12.5	Headings	117
	Section 12.6	Confidentiality	117
	Section 12.7	Waiver of Consequential and Other Damages	117
	Section 12.8	GOVERNING LAW; SUBMISSION TO JURISDICTION	118
	Section 12.9	WAIVER OF JURY TRIAL	118
	Section 12.10	Publication; Advertisement	119
	Section 12.11	Counterparts; Integration	119
	Section 12.12	No Strict Construction	119
	Section 12.13	Lender Approvals	119
	Section 12.14	Expenses; Indemnity	120
	Section 12.15	[Reserved]	121
	Section 12.16	Reinstatement	121
	Section 12.17	Successors and Assigns	122
	Section 12.18	USA PATRIOT Act Notification	122
	Section 12.19	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	122
	Section 12.20	Intercreditor Agreement	122
	Section 12.21	Judgement Currency	122
	Section 12.22	Canadian Anti-Money Laundering Legislation	123

iv

ANNEXES, EXHIBITS AND SCHEDULES

ANNEXES

Annex A           ‑           Commitment Annex

EXHIBITS

Exhibit A           ‑           [Reserved]

Exhibit B           ‑           Form of Compliance Certificate

Exhibit C           ‑           Borrowing Base Certificate

Exhibit D           ‑           Form of Notice of Borrowing

Exhibit E           ‑           [Reserved]

Exhibit F-1           -           Form of U.S. Tax Compliance Certificate

Exhibit F-2           -           Form of U.S. Tax Compliance Certificate

Exhibit F-3           -           Form of U.S. Tax Compliance Certificate

Exhibit F-4           -           Form of U.S. Tax Compliance Certificate

SCHEDULES

Schedule 3.1           ‑           Existence, Organizational ID Numbers, Foreign Qualification, Prior Names

Schedule 3.4           ‑           Capitalization

Schedule 3.6           ‑           Litigation

Schedule 3.13           -           Taxes

Schedule 3.14           -           Compliance with ERISA

Schedule 3.17           ‑           Material Contracts

Schedule 3.18           ‑           Environmental Compliance

Schedule 3.19           ‑           Intellectual Property

Schedule 4.4           ‑           Insurance

Schedule 4.9           ‑           Litigation, Governmental Proceedings and Other Notice Events

Schedule 5.1           ‑           Debt; Contingent Obligations

Schedule 5.2           ‑           Liens

Schedule 5.7           ‑           Permitted Investments

Schedule 5.8           ‑           Affiliate Transactions

Schedule 5.11           ‑           Business Description

Schedule 5.14           ‑           Deposit Accounts and Securities Accounts

Schedule 7.4           ‑           Post-Closing Obligations

Schedule 9.1           ‑           Collateral

Schedule 9.2           ‑           Location of Collateral

v

CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the "Agreement") is dated as of July 31, 2019 by and among CELADON GROUP, INC., a Delaware corporation ("Celadon Group"), and any additional borrower party hereto as designated on the signature pages hereto and any additional Person who may hereafter be added to this Agreement (each individually as a "Borrower", and collectively as "Borrowers"), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS:

Borrowers have requested that Lenders make available to Borrowers the financing facilities as described herein.  Lenders are willing to extend such credit to Borrowers under the terms and conditions herein set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Lenders and Agent agree as follows:

ARTICLE 1 - DEFINITIONS

Section 1.1          Certain Defined Terms.  The following terms have the following meanings:

"ABL Priority Collateral" has the meaning set forth in the Term Loan Intercreditor Agreement.

"Acceleration Event" means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

"Account Debtor" means "account debtor", as defined in Article 9 of the UCC, and any other obligor in respect of an Account.

"Accounts" means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, (b) without duplication, any "account" (as defined in the UCC and in the PPSA, as applicable), any accounts receivable (whether in the form of payments for services rendered or goods sold, rents, license fees or otherwise), any "health-care-insurance receivables" (as defined in the UCC), any "payment intangibles" (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, (c) all accounts, "general intangibles" (as defined in the UCC), "intangibles" (as defined in the PPSA), Intellectual Property, rights, remedies, Guarantees,

"supporting obligations" (as defined in the UCC), "letter-of-credit rights" (as defined in the UCC) and security interests in respect of the foregoing, all rights of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under the Financing Documents in respect of the foregoing, (d) all information and data compiled or derived by any Borrower or to which any Borrower is entitled in respect of or related to the foregoing, and (e) all proceeds of any of the foregoing.

"Agent" means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 11, and the successors and assigns of MCF in such capacity.

"Affiliate" means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person's (other than, with respect to any Lender, any Lender's) officers or directors (or Persons functioning in substantially similar roles) and the spouses, parents, descendants and siblings of such officers, directors or other Persons.  As used in this definition, the term "control" of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Anti-Terrorism Laws" means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC, and the Canadian Anti-Money Laundering & Anti-Terrorism Legislation.

"Applicable Margin" means with respect to Revolving Loans and all other Obligations three and one-half percent (3.50%).

"Approved Fund" means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

"Asset Disposition" means any sale, lease, license, transfer, assignment, statutory division or other consensual disposition of assets by, or liquidation or dissolution of, any Credit Party or its Subsidiaries.

"Assignment Agreement" means an assignment agreement in form and substance satisfactory to Agent.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

2

"Bail-In Legislation" means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy", as the same may be amended, modified or supplemented from time to time, and any successor statute thereto.

"Base Rate" means the per annum rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its "prime rate," with the understanding that the "prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Base Rate.

"BIA" means the Bankruptcy and Insolvency Act (Canada) as amended from time to time.

"Blocked Person" means any Person:  (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224, or (e) that is named a "specially designated national" or "blocked person" on the most current list published by OFAC or other similar list or is named as a "listed person" or "listed entity" on other lists made under any Anti-Terrorism Law.

"Borrower" and "Borrowers" mean the entity(ies) described in the first paragraph of this Agreement and each of their successors and permitted assigns.

"Borrower Representative" means Celadon Group, in its capacity as Borrower Representative pursuant to the provisions of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.

"Borrowing Base" means:

(a)          the product of (i) ninety percent (90%) multiplied by (ii) the aggregate net amount at such time of the sum of (x) the Eligible Accounts and (y) the Eligible Unbilled Accounts, minus

(b)          the amount of any reserves (including, without limitation, the Dilution Reserve, the Canadian Priority Payable Reserves, the Overdue AP Reserve and/or adjustments provided for in this Agreement.

3

Notwithstanding the foregoing, (x) not more than $10,000,000of the Borrowing Base shall, at any time, be comprised of Eligible Accounts and Eligible Unbilled Accounts, in each case, owing by Account Debtors whose principal place of business or chief executive office is located in Canada, and (y) not more than $5,000,000 of the Borrowing Base shall, at any time, be comprised of Eligible Unbilled Accounts.

"Borrowing Base Certificate" means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit C hereto.

"Business Day" means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in Washington, DC and New York City are authorized by law to close.

"Canadian Anti-Money Laundering & Anti-Terrorism Legislation" means the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the United Nations Act (Canada) or any similar Canadian legislation, together with all rules, regulations and interpretations thereunder or related thereto including, without limitation, the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations Al-Qaida and Taliban Regulations promulgated under the United Nations Act (Canada).

"Canadian Credit Party" means each Canadian Subsidiary that is a Borrower or a Guarantor.

"Canadian Defined Benefit Pension Plan" means Canadian Pension Plan which contains a "defined benefit provision," as defined in subsection 147.1(1) of the ITA.

"Canadian Economic Sanctions and Export Control Laws" means any Canadian Laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Corruption of Foreign Public Officials Act (Canada), Part II.1 of the Criminal Code (Canada), and the Export and Import Permits Act (Canada), and any related regulations.

"Canadian Guarantee" means any Guarantee of the Obligations executed by a Canadian Credit Party on or after the Closing Date.

"Canadian Pension Plans" means each plan that is required to be registered under any applicable Canadian federal or provincial legislation, which is maintained or contributed by a Canadian Credit Party in respect of any Person's employment in Canada other than any Canadian plan established by statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the Province of Quebec.

"Canadian Priority Payables" means, at any time, with respect to the Borrowing Base, the amount due and owing by any Canadian Credit Party, or the accrued amount for which such Canadian Credit Party has an obligation to remit, on or prior to the date as of which the

4

Borrowing Base is to be determined and remaining unpaid at the time of determination of the Borrowing Base, to a Governmental Authority or other Person pursuant to any applicable Law, rule or regulation, in respect of (i) employment insurance, (ii) goods and services taxes, sales taxes, employee income taxes, excise tax and other taxes payable or to be remitted or withheld, (iii) workers' compensation, (iv) wages, salaries, commission or compensation, including vacation pay (including, as provided for, under the Wage Earner Protection Program Act (Canada)), and (v) pension fund obligations, including in respect of unpaid or unremitted pension plan contributions, amounts representing any unfunded liability, solvency deficiency or wind-up deficiency whether or not due with respect to a Canadian Pension Plan (including "normal cost", "special payments" and any other payments in respect of any funding deficiency or shortfall); in each case to the extent any Governmental Authority or other Person may claim a security interest, hypothecation, prior claim, trust, deemed trust or other claim or Lien ranking or, in the discretion of Agent, would reasonably be expected to rank in priority to or pari passu with one or more of the Liens granted pursuant to this Agreement and the Security Documents; and

"Canadian Priority Payable Reserve" means on any date of determination for the Borrowing Base, a reserve established from time to time by Agent in its discretion in such amount as Agent may reasonably determine in respect of Canadian Priority Payables of the Canadian Credit Parties; provided, that without otherwise limiting Agent's Permitted Discretion, the Canadian Priority Payables Reserve shall include a reserve for Canadian Priority Payables in an amount up to the amount of Canadian Priority Payables set forth on the most recent applicable Borrowing Base Certificate (as the same may be reduced or increased by the next succeeding applicable Borrowing Base Certificate) delivered to Agent pursuant to Section 7.2(a).

"Canadian Security Agreement" means the General Security Agreement (governed by Ontario law) dated as of the Closing Date by and among Agent and each Canadian Credit Party.

"Canadian Security Documents" means each Canadian Security Agreement, each Canadian Guarantee and each other security agreement, deed of hypothec, or other document executed and delivered by any Canadian Credit Party pursuant to which a Lien is granted (or purported to be granted) in favor of Agent to secure the Obligations.

"Canadian Subsidiary" means each Subsidiary of Celadon Group organized under the Laws of Canada, or any province or territory thereof.

"Capital Expenditures" means any expenditure that would be classified as a capital expenditure on a statement of cash flow of Borrowers prepared in accordance with GAAP.  For the avoidance of doubt, (a) capital assets include such assets that have a useful life of more than one year and Capital Expenditures include (i) the capitalized cost of assets accrued under capital lease obligations incurred by Borrowers and their Subsidiaries during such period, and (ii) any capital expenditures funded with Debt, and (b) capital assets exclude assets leased under operating leases.

"Capital Lease Obligations" of any Person means all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount

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of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.  It is understood that Capital Lease Obligations do not include obligations under operating leases notwithstanding the accounting treatment under ASC 842, effective July 1, 2019.

"Carry-Over Amount" shall have the meaning set forth in Section 6.2.

"CCAA" means the Companies' Creditors Arrangement Act (Canada) as amended from time to time.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq., as the same may be amended from time to time.

"Change in Control" means any of the following events:  (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of any Borrower (or other securities convertible into such voting stock) representing thirty percent (30%) or more of the combined voting power of all voting stock of any Borrower (excluding any equity securities that Luminus acquires as a result from the exercise of the Warrant or upon the conversion of any Equity Interest issued pursuant to the Warrant into any shares of common stock of Celadon Group; or (b) Celadon Group ceases to own, directly or indirectly, one hundred percent (100%) of the capital stock of any of its Subsidiaries (or such lesser portion as may be owned by Principal Borrower as of the date hereof); or (c) the occurrence of any "Change of Control", "Change in Control", or terms of similar import under the Term Loan Debt.  As used herein, "beneficial ownership" shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934. Notwithstanding the foregoing, it is understood that no Change in Control will result from the exercise of the Warrant by Luminus or upon the conversion by Luminus of any Equity Interests issued pursuant to the Warrants into any shares of common stock of Celadon Group.

"Closing Date" means the date of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

"Collateral" means all property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation, all of the property described in Schedule 9.1 hereto.

"Commitment Annex" means Annex A to this Agreement.

"Commitment Expiry Date" means the date that is 3 years following the Closing Date.

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"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Compliance Certificate" means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit B hereto.

"Consolidated EBITDA" means, with respect to Borrowers and their Subsidiaries for any fiscal period, in each case determined on a consolidated basis in accordance with GAAP (unless otherwise specified in Section 1.2):  (a) Consolidated Net Income, plus (b) without duplication, the sum of the following amounts to the extent deducted in determining Consolidated Net Income for such period:  (i) Consolidated Interest Expense, (ii) the provision for federal, provincial, territorial, state, local and foreign income taxes or franchise taxes (and for the avoidance of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority), (iii) depreciation and amortization (including any amortization of an asset recorded as a capitalized lease), plus (c) without duplication, the sum of the following amounts to the extent deducted in determining Consolidated Net Income:  (i) losses and write-downs on the sale of capital assets or Equity Interests and extraordinary losses, (ii) unusual or non-recurring non-cash losses or expenses or minus unusual or non-recurring gains or income, (iii) costs and expenses (including advisor and other professional fees) incurred in connection with (A) amendments to and termination of the Existing Credit Agreement and related negotiations, consummation of the closing of this Agreement and the Term Loan Credit Agreement and the amendment or extension of certain equipment leases and financings in connection therewith (including Borrowers', the Agent's and lender professional fees and any investment banking "success" or similar fees), (B) the issuance of Borrowers' consolidated financial statements for Fiscal Years ended June 30, 2019 and prior, including if applicable, the related restatement of Borrowers' previously issued financial statements (and any interim financial statements for such periods), and (C) the internal investigation conducted by Borrowers' Audit Committee and its advisors, (iv) non-cash deferred debt amortization expense, early extinguishment of debt expense, original issue discount amortization or similar non-cash amounts attributable to financing or intangible assets (including without limitation non-cash amortization, accretion, or interest expense associated with the Warrants), (v) losses arising from discontinued operations for accounting purposes and the disposed of "FTL" business line, not to exceed $3,000,000 in the aggregate during the term of this Agreement, and (vi) loss or expense from the write down of the IVA tax receivable in Mexico not to exceed $17,200,000 in the aggregate during the term of this Agreement, (provided that, to the extent any loss or expense from the write down of receivables is added back to Consolidated EBITDA pursuant to this clause (xii), any collection of such receivables at a future date, up to the amount of the add backs pursuant to this clause (xii), shall be excluded for purposes of calculating Consolidated EBITDA for the fiscal period during which such receivables were collected); minus, (d) without duplication, the sum of the following amounts to the extent added in the calculation of Consolidated Net Income:  (i) gains and write-ups on the sale of capital assets or Equity Interests and extraordinary gains; (ii) gains and write-ups associated with the adjustments to balance sheet entries in connection with the closing, review, and audit of Borrowers' Fiscal Years ended June 30, 2019 and prior whether or not in connection with the investigation initiated by Borrowers' Audit Committee; (iii) tax credits; and (iv) interest income.  For the purposes of calculating Consolidated EBITDA for any period of 12 consecutive months (each, a "Reference Period"), if

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at any time during such Reference Period (and after the Closing Date), any Borrower or any of their Subsidiaries shall have made a Permitted Disposition of all or substantially all of the assets or Equity Interests of a person or a line of business or division, Consolidated EBITDA for such Reference Period shall be calculated on a Pro Forma Basis.

"Consolidated EBITDAR" shall mean for any fiscal period, the sum of (a) Consolidated EBITDA for such fiscal period plus (b) Leverage Ratio Rental Expense for such fiscal period.

"Consolidated Fixed Charges" means, with respect to Borrowers and their Subsidiaries for any fiscal period, the sum of (i) Consolidated Interest Expense required to be paid in cash, (ii) scheduled amortization of principal payments on funded Indebtedness (including Capital Lease Obligations) required to be paid in cash (other than (A) "balloon" payments at maturity made with the proceeds of (I) Refinancing Debt, (II) Loans, but only if proceeds of items (I) or (III) of this definition are received and applied against the Obligations (without any permanent paydown) within 60 days of incurrence), or (III) the Asset Disposition of capital assets secured by funded Debt during the period, (B) mandatory prepayments of funded Debt, (C) optional prepayments of funded Debt, or (D) payments that reduce balances of the Loans without a reduction in the Revolving Commitment), (iii) the aggregate amount of federal, provincial, territorial, state, local and foreign income or franchise taxes required to be paid in cash; (iv) [reserved], and (v) Capital Expenditures made, to the extent not financed with (w) the incurrence of Debt, (x) any Equity Issuance, or (y) the Net Cash Proceeds of Asset Dispositions of the types of assets described in the definition of Capital Expenditures or trade-in credits in respect of Asset Dispositions of such assets during such fiscal period.

"Consolidated Interest Expense" means, for Borrowers and their Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense and amortization of debt discounts in respect of any Debt, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) including in respect of the Term Loan Credit Agreement during such period plus (ii) the net amount payable (or minus the net amount receivable) with respect to Swap Contracts during such period (whether or not actually paid or received during such period).

"Consolidated Net Capital Expenditures" means, for Borrowers and their Subsidiaries for any period, the sum of, without duplication, all Capital Expenditures minus Net Cash Proceeds of Asset Dispositions of the types of assets described in the definition of Capital Expenditures or trade-in credits in respect of Asset Dispositions of such assets during such period.

"Consolidated Net Income" means, for Borrowers and their Subsidiaries for any period, the net income (or loss) of Borrowers and their Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any Equity Interest of any Borrower or any Subsidiary of a Borrower in the unremitted earnings of any Person that is not a Subsidiary, but including any such earnings of such Person that are distributed in cash to any Borrower and its Subsidiaries, and (iv) any gain or income arising from the cancellation or extinguishment of Debt.

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"Consolidated Subsidiary" means, at any date, any Subsidiary the accounts of which would be consolidated with those of "parent" Borrower (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.

"Contingent Obligation" means, with respect to any Person, any direct or indirect liability of such Person:  (a) with respect to any Debt of another Person (a "Third Party Obligation") if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be protected, in whole or in part, against loss with respect thereto; (b) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for any obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to preserve the solvency, financial condition or level of income of another Person.  The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and determinable amount, the maximum amount so Guaranteed or otherwise supported.

"Contractual Obligation" of any Person means any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.

"Controlled Group" means all members of any group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with any Borrower, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

"Credit Exposure" means, at any time, any portion of the Revolving Loan Commitment that remains outstanding, or any Reimbursement Obligation or other Obligation that remains unpaid or any Letter of Credit or Support Agreement not supported with cash collateral required by this Agreement that remains outstanding; provided, however, that no Credit Exposure shall be deemed to exist solely due to the existence of contingent indemnification liability, absent the assertion of a claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto.

"Credit Party" means any Guarantor under a Guarantee of the Obligations or any part thereof, any Borrower and any other Person (other than Agent, a Lender or a participant of a Lender), whether now existing or hereafter acquired or formed, that becomes obligated as a borrower, guarantor, surety, indemnitor, pledgor, assignor or other obligor under any Financing Document; and "Credit Parties" means all such Persons, collectively.

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"Debt" of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business, (d) all capital leases of such Person, (e) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker's acceptance or similar instrument, (f) all equity securities of such Person subject to repurchase or redemption other than at the sole option of such Person (other than in exchange for other equity securities that are not Disqualified Equity Interests), (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person, (h) "earnouts", purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts, (i) all Debt of others Guaranteed by such Person, (j) Off-Balance Sheet Liabilities and/or Pension Plan or Multiemployer Plan liabilities of such Person, (k) obligations arising under non-compete agreements to the extent due and payable under such agreements, and (l) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business, to the extent due and payable under such arrangements.  Without duplication of any of the foregoing, Debt of Borrowers shall include any and all Loans and Letter of Credit Liabilities.

"Default" means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

"Defaulted Lender" means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing Document.

"Deferred Prosecution Agreement" means that certain Deferred Prosecution Agreement by and between the United States of America, as plaintiff and Celadon Group, Inc., as defendant, filed April 25, 2019 with the United States District Court Southern District of Indiana Indianapolis division.

"Defined Period" means for any given calendar month, the twelve (12) month period immediately preceding any such calendar month; except, for the purpose of measuring Lease Adjusted Leverage Ratio and Fixed Charge Coverage Ratio, Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges will be measured as follows:  (a) for the quarter ending September 30, 2019, each of Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges for such period multiplied by four (4); (b) for the two quarters ending December 31, 2019, each of Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges for such period multiplied by two (2); for the three quarters ending March 31, 2020, each of Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges for such period multiplied by 4/3; and for the four quarters ending June 30, 2020, and thereafter, each of Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges for the four quarters then ending.

"Deposit Account" means a "deposit account" (as defined in Article 9 of the UCC), an investment account, or other account in which funds are held or invested for credit to or for the benefit of any Credit Party.

"Deposit Account Control Agreement" means an agreement, in form and substance satisfactory to Agent, among Agent, any Credit Party and each financial institution in which such Credit Party maintains a Deposit Account, which agreement provides that (a) such financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Deposit Account without further consent by the applicable Credit Party, and (b) such financial institution shall agree that it shall have no Lien on, or right of setoff or recoupment

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against, such Deposit Account or the contents thereof, other than in respect of usual and customary service fees and returned items for which Agent has been given value, in each such case expressly consented to by Agent, and containing such other terms and conditions as Agent may require, including as to any such agreement pertaining to any Lockbox Account, providing that such financial institution shall wire, or otherwise transfer, in immediately available funds, on a daily basis to the Payment Account all funds received or deposited into such Lockbox or Lockbox Account.

"Dilution" means, as of any date of determination, a percentage, based upon the experience during any prior period selected from time to time by Agent in its sole discretion, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers' Accounts during such period, by (b) Borrowers' billings with respect to Accounts during such period.

"Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts and Eligible Unbilled Accounts by one (1) percentage point for each percentage point by which Dilution is in excess of five (5%) percent.

"Disqualified Equity Interests" means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for equity securities that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale, so long as any rights of the holders thereof shall be, upon the occurrence of a change of control or asset sale event, subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Revolving Loan Commitments), (b) is redeemable at the option of the holder thereof (other than solely for equity securities that are not Disqualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is one hundred eighty (180) days after the Commitment Expiry Date.

"Dollar Equivalent" means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in another currency, the equivalent amount thereof in Dollars as determined by Agent, at such time on the basis of the Spot Rate at such time for the purchase of Dollars with such currency.

"Dollars" or "$" means the lawful currency of the United States of America.

"Dormant Subsidiaries" means Jaguar Transportation, Inc., Quality Custom Sleepers LLC, Quality Specialty Vehicles LLC, The American Franchising Group LLC, Truck Inventory, LLC, and Zipp Realty, LLC, and "Dormant Subsidiary" means of the foregoing Persons individually.

"Driver" means an operator of a motor vehicle.

"Driver Contract" means any contract, agreement or arrangement between a Credit Party and a Driver for the operation of a motor vehicle owned or leased by such Credit Party.

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"Driver Payables" means amounts owing by a Credit Party to Drivers from time to time pursuant to a Driver Contract.

"EBITDA" has the meaning provided in the Compliance Certificate.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Eligible Account" means, subject to the criteria below, an account receivable of a Borrower, which was generated in the Ordinary Course of Business, which was generated originally in the name of a Borrower and not acquired via assignment or otherwise, and which Agent, in its good faith credit judgment and discretion, deems to be an Eligible Account.  The net amount of an Eligible Account at any time shall be the face amount of such Eligible Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent's option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time.  Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(a)          the Account remains unpaid more than ninety (90) days after the applicable goods or services have been rendered or delivered; provided, that with respect to Accounts for which the Account Debtor is Proctor & Gamble, Cotys or their Affiliates, such Accounts will not be ineligible pursuant to this clause (a) unless they remain unpaid more than one hundred twenty (120) days after the applicable goods or services have been rendered or delivered;

(b)          the Account is subject to any defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind (but only to the extent of such defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment), or the applicable Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

(c)          if the Account arises from the sale of goods, any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged (but only to the extent that such goods have been so returned, rejected, lost or damaged);

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(d)          if the Account arises from the sale of goods, the sale was not an absolute, bona fide sale, or the sale was made on consignment or on approval or on a sale-or-return or bill-and-hold or progress billing basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee or the sale was not made in compliance with applicable Laws;

(e)          if the Account arises from the performance of services, the services have not actually been performed or the services were undertaken in violation of any Law or the Account represents a progress billing for which services have not been fully and completely rendered;

(f)          the Account is subject to a Lien other than a Permitted Lien, or Agent does not have a first priority, perfected Lien on such Account;

(g)          the Account is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment, unless such Chattel Paper or Instrument has been delivered to Agent;

(h)          the Account Debtor is an Affiliate or Subsidiary of a Credit Party, or if the Account Debtor holds any Debt of a Credit Party;

(i)          more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are ineligible under subclause (a) above (in which case all Accounts from such Account Debtor shall be ineligible);

(j)          without limiting the provisions of clause (i) above, fifty percent (50%) or more of the aggregate unpaid Accounts from the Account Debtor obligated on the Account are not deemed Eligible Accounts under this Agreement for any reason;

(k)          the total unpaid Accounts of the Account Debtor obligated on the Account exceed fifteen percent (15%) of the net amount of all Eligible Accounts owing from all Account Debtors (but only the amount of the Accounts of such Account Debtor exceeding such fifteen percent (15%) limitation shall be considered ineligible);

(l)          any covenant, representation or warranty contained in the Financing Documents with respect to such Account has been breached in any respect;

(m)          the Account is unbilled or has not been invoiced to the Account Debtor in accordance with the procedures and requirements of the applicable Account Debtor;

(n)          the Account is an obligation of an Account Debtor that is a federal, provincial, territorial, state, municipal or local government or any political subdivision thereof, unless Agent has agreed to the contrary in writing and Agent has received from the Account Debtor the acknowledgement of Agent's notice of assignment of such obligation pursuant to this Agreement, and, if such Account is owing by the federal government of the United States, any government of any state thereof, of the federal government of Canada, or the government of any province, territory or subdivision thereof, the applicable Borrowers shall have complied to the reasonable satisfaction of Agent with all applicable requirements of (x) the Assignment of

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Claims Act, 31 USC §3727, in the case of Accounts owing from any agency, department or instrumentality of the federal government of the United States, (y) the Financial Administration Act (Canada) in the case of Accounts owing from an agency, department or instrumentality of the federal government of Canada or (z) if applicable, any similar state, provincial, territorial, or subdivision Law or any similar foreign Law, in the case of Accounts owing from any other applicable government agency, department or instrumentality;

(o)          the Account is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any Insolvency Law, or the Account is an Account as to which any facts, events or occurrences exist which could reasonably be expected to impair the validity, enforceability or collectability of such Account or reduce the amount payable or delay payment thereunder;

(p)          the Account Debtor has its principal place of business or executive office outside the United States or Canada;

(q)          the Account is payable in a currency other than Dollars or, in the case of Accounts of Borrowers that are Canadian Credit Parties, Dollars or Canadian dollars;

(r)          the Account Debtor is an individual;

(s)          the Borrower owning such Account has not signed and delivered to Agent notices, in the form requested by Agent, directing the Account Debtors to make payment to the applicable Lockbox Account;

(t)          the Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);

(u)          the Account arises out of the sale of any Inventory upon which any other Person holds, claims or asserts a Lien; or

(v)          the Account or Account Debtor fails to meet such other specifications and requirements which may from time to time be established by Agent in its good faith credit judgment and discretion.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by Agent; provided, however, that notwithstanding the foregoing, (x) "Eligible Assignee" shall not include any Borrower or any of a Borrower's Affiliates, and (y) no proposed assignee intending to assume all or any portion of the Revolving Loan Commitment shall be an Eligible Assignee unless such proposed assignee either already holds a portion of such Revolving Loan Commitment, or has been approved as an Eligible Assignee by Agent.

"Eligible Swap Counterparty" means Agent, any Affiliate of Agent, any Lender and/or any Affiliate of any Lender, that (a) at any time it occupies such role or capacity (whether or not it remains in such capacity) enters into a Swap Contract permitted hereunder with any Borrower, and (b) in the case of a Lender or an Affiliate of a Lender other than Agent, maintains a reporting

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system acceptable to Agent with respect to Swap Contract exposure and agrees with Agent to provide regular reporting to Agent, in form and substance reasonably satisfactory to Agent, with respect to such exposure.  In addition thereto, any Affiliate of a Lender shall, upon Agent's request, execute and deliver to Agent a letter agreement pursuant to which such Affiliate designates Agent as its agent and agrees to share, pro rata, all expenses relating to liquidation of the Collateral for the benefit of such Affiliate.

"Eligible Unbilled Accounts" means those Accounts of a Borrower that would constitute an Eligible Account but for the fact that an invoice or bill has not been delivered with respect thereto for a period of not more than thirty (30) days after the day on which such Borrower has performed the services giving rise to such unbilled Account, so long as such Account is properly recorded in such Borrower's accounting systems at all times.

"Environmental Laws" means any present and future federal, state, provincial, territorial, municipal and local laws, statutes, ordinances, rules, regulations, standards, policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources, pollution, health (including any environmental clean-up statutes and all regulations adopted by any local, municipal, state, provincial, territorial, federal or other Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or impose liability or standards of conduct concerning medical waste or medical products, equipment or supplies), safety or clean-up that apply to any Credit Party and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to any of the foregoing and judicial interpretations thereof.

"Equity Documents" means the Registration Rights Agreement, the Warrant Agreement and the Warrants.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, or common or preferred, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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"Equity Issuance" means either (a) the sale or issuance by any Credit Party or any of its Subsidiaries of any shares of its Equity Interests or (b) the receipt by Celadon Group of any cash capital contributions.

"Equivalent Amount" means, on any date of determination, with respect to obligations or valuations denominated in one currency (the "first currency"), the amount of another currency (the "second currency") which would result from Agent converting the first currency into the second currency at the Spot Rate.

"ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.

"ERISA Plan" means any "employee benefit plan", as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which any Credit Party maintains, sponsors or contributes to or has an obligation to contribute to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

"Excess Availability" means, at a particular date, an amount equal to the Revolving Loan Availability minus all amounts due and owing to any Borrower's trade creditors which are outstanding sixty (60) days or more past their due date.

"Excise Tax Liability" means any obligations for payment of money relating to Celadon Group's delinquent excise taxes disclosed in writing to Agent on or prior to the Closing Date in a principal amount not exceeding $2,500,000 plus interest.

"Existing Credit Agreement" means that certain Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, amended and restated, restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among Celadon Group, certain subsidiaries of Celadon Group, the lenders party thereto and Bank of America, N.A., as administrative agent.

"Existing Debt" means all Debt, liabilities and obligations owing under the Existing Credit Agreement.

"Excluded Entities" means:  (a) any subsidiary that is a captive insurance company; (b) Strategic Leasing, Inc., Stinger Logistics, Inc., and A.R. Management Services, Inc.

"Excluded Swap Obligations" means, with respect to any Credit Party, (x) as it relates to all or a portion of the Guarantee of such Credit Party, any Swap Obligation if, and to the

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extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Credit Party becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Credit Party of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity the application or official interpretation of any thereof) by virtue of such Credit Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Credit Party becomes Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to Agent, any Lender or any other recipient of any payment to be made by or on behalf of any obligation of Credit Parties hereunder or the Obligations or required to be withheld or deducted from a payment to Agent, such Lender or such recipient (including any interest and penalties thereon):  (a) Taxes to the extent imposed on or measured by Agent's, any Lender's or such recipient's net income (however denominated), branch profits Taxes, and franchise Taxes and similar Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under which Agent, such Lender or such recipient is organized, has its principal office or conducts business with respect to entering into any of the Financing Documents or taking any action thereunder or (ii) that are Other Connection Taxes; (b) in the case of a Lender, United States withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loans pursuant to a Law in effect on the date on which (i) such Lender becomes a party to this Agreement other than as a result of an assignment requested by a Credit Party under the terms hereof or (ii) such Lender changes its lending office for funding its Loan, except in each case to the extent that, pursuant to Section 2.8, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Revolving Loan Commitment or to such Lender immediately before it changed its lending office; (c) United States federal withholding Taxes attributable to such Recipient's failure to comply with Section 2.8(c); (d) any withholding tax that would not have been imposed but for the Recipient (i) not dealing at arm's length (within the meaning of the Income Tax Act (Canada)) with a Credit Party or (ii) being a "specified shareholder" (as defined in subsection 18(5) of the Income Tax Act (Canada)) of a Credit Party or not dealing at arm's length with such a specified shareholder for purposes of the Income Tax Act (Canada), except where the non-arm's length relationship arises, or where the Recipient is (or is deemed to be) a "specified non-resident shareholder" or does not deal at arm's length with such a "specified shareholder", in each case, on account of the Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or enforced this Agreement or any other Financing Document; and (e) any withholding Taxes imposed under FATCA.

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"Extraordinary Receipts" means any cash received by any Borrower or any of their Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.1(b)(ii)(C) hereof), including, without limitation, (a) foreign, United States, state or local tax refunds (including, without limitation, any payment received with respect to the IVA tax receivable in Mexico), (b) pension plan reversions, (c) proceeds of insurance (other than to the extent such insurance proceeds are (i) immediately payable to a Person that is not a Borrower or any of its Subsidiaries in accordance with applicable laws or with Contractual Obligations entered into in the Ordinary Course of Business or (ii) received by any Borrower or any of their Subsidiaries as reimbursement for any out-of-pocket costs incurred or made or to be made by such Person prior to the receipt thereof directly related to the event resulting from the payment of such proceeds), (d) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (e) condemnation awards (and payments in lieu thereof), (f) indemnity payments (other than to the extent such indemnity payments are (i) immediately payable to a Person that is not an Affiliate of any Borrower or any of their Subsidiaries or (ii) received by any Borrower or any of their Subsidiaries as reimbursement for any costs previously incurred or any payment previously made by such Person), and (g) any purchase price adjustment received in connection with any purchase agreement.

"Event of Default" has the meaning set forth in Section 10.1.

"FATCA" means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official interpretations thereof and any agreement entered into pursuant to the implementation of Section 1471(b)(1) of the Code, and any intergovernmental agreement between the United States Internal Revenue Service, the U.S. Government and any governmental or taxation authority under any other jurisdiction which agreement's principal purposes deals with the implement such sections of the Code.

"Federal Funds Rate" means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided, however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so published on such next preceding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined by Agent.

"Financing Documents" means this Agreement, any Notes, the Security Documents, the Term Loan Intercreditor Agreement, any subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents, instruments and agreements (other than any Swap Contract) related to the Obligations and heretofore executed, executed concurrently herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

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"Fixed Charge Coverage Ratio" shall mean, with respect to the Borrowers and their Subsidiaries for any Defined Period, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges.

"Foreign Lender" has the meaning set forth in Section 2.8(c)(i).

"GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), which are applicable to the circumstances as of the date of determination.

"General Intangible" means any "general intangible" as defined in Article 9 of the UCC, any "intangible" as defined in the PPSA, if applicable, and any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment intangibles and software.

"Governmental Authority" means any nation or government, any state, provincial, territorial, municipal, local or other political subdivision thereof, and any agency, authority, department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided, however, that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business.  The term "Guarantee" used as a verb has a corresponding meaning.

"Guarantor" means, each Subsidiary of Borrowers (other than Excluded Entities) and each person after the Closing Date that executes or delivers, any Guarantee (or Canadian Guarantee) of any portion of the Obligations.

"Hazardous Materials" means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which is prohibited by any Environmental Laws; toxic mold, any substance that requires special handling; and any other material or substance now or in the future defined as a "hazardous substance,"

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"hazardous material," "hazardous waste," "toxic substance," "toxic pollutant," "contaminant," "pollutant" or other words of similar import within the meaning of any Environmental Law, including:  (a) any "hazardous substance" defined as such in (or for purposes of) CERCLA, or any so-called "superfund" or "superlien" Law, including the judicial interpretation thereof; (b) any "pollutant or contaminant" as defined in 42 U.S.C.A. § 9601(33); (c) any material now defined as "hazardous waste" pursuant to 40 C.F.R. Part 260; (d) any petroleum or petroleum by-products, including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (f) any "hazardous chemical" as defined pursuant to 29 C.F.R. Part 1910; (g) any toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls ("PCB's"), flammable explosives, radioactive materials, infectious substances, materials containing lead-based paint or raw materials which include hazardous constituents); and (h) any other toxic substance or contaminant that is subject to any Environmental Laws or other past or present requirement of any Governmental Authority.

"Hazardous Materials Contamination" means contamination (whether now existing or hereafter occurring) of the improvements, buildings, facilities, personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed of in connection with the relevant property.

"Holdings" means Celadon Group.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of, any Credit Party under any Financing Document and (b) to the extent not otherwise described in (a), Other Taxes.

"Insolvency Laws" means any of the Bankruptcy Code, the BIA, the CCAA, the Winding-Up and Restructuring Act (Canada) or the Canada Business Corporations Act (Canada) where such statute is used by a Person to propose an arrangement in connection with a compromise of such Person's debt obligations each as now and hereafter in effect, any successors to such statutes, and any similar Laws in any jurisdiction including, without limitation, any Laws relating to assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions with creditors generally, or proceedings seeking reorganization, arrangement or other similar relief, any Law permitting the appointment of a trustee, monitor liquidator, receiver, receiver manager or other Person having similar powers and any Law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors.

"Instrument" means "instrument", as defined in Article 9 of the UCC or the PPSA, as applicable.

"Intellectual Property" means, with respect to any Person, all patents, patent applications and like protections, including improvements divisions, continuation, renewals, reissues, extensions and continuations in part of the same, industrial designs, trademarks, trade names, trade styles, trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright

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rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software, rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person and all claims for damages by way of any past, present or future infringement of any of the foregoing.

"Interest Period" means any period commencing on the first day of a calendar month and ending on the last day of such calendar month.

"Inventory" means "inventory" as defined in Article 9 of the UCC or the PPSA, as applicable.

"Investment" means any investment in any Person, whether by means of acquiring (whether for cash, property, services, securities or otherwise), making or holding Debt, securities, capital contributions, loans, time deposits, advances, Guarantees or otherwise (including by statutory division).  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto.

"IRS" has the meaning set forth in Section 2.8(c)(i).

"Laws" means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance.  "Laws" includes, without limitation, Environmental Laws.

"LC Issuer" means one or more banks, trust companies or other Persons in each case expressly identified by Agent from time to time, in its sole discretion, as an LC Issuer for purposes of issuing one or more Letters of Credit hereunder.  Without limitation of Agent's discretion to identify any Person as an LC Issuer, no Person shall be designated as an LC Issuer unless such Person maintains reporting systems acceptable to Agent with respect to letter of credit exposure and agrees to provide regular reporting to Agent satisfactory to it with respect to such exposure.

"Lease Adjusted Net Debt" means (a) the sum, without duplication, of Debt of Borrowers and their Subsidiaries determined on a consolidated basis, plus (b) the Operating Lease Amount, minus (c) Qualified Cash of the Credit Parties, minus (d) to the extent constituting Debt, obligations under the Deferred Prosecution Agreement.

"Lease Adjusted Net Leverage Ratio" means, for any Defined Period, the ratio of Lease Adjusted Net Debt, as determined on the last day of such period, to Consolidated EBITDAR for such period.

"Lender" means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the respective successors of all of the

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foregoing, and "Lenders" means all of the foregoing.  In addition to the foregoing, solely for the purpose of identifying the Persons entitled to share in payments and collections from the Collateral as more fully set forth in this Agreement and the Security Documents, the term "Lender" shall include Eligible Swap Counterparties.  In connection with any such distribution of payments and collections, Agent shall be entitled to assume that no amounts are due to any Eligible Swap Counterparty unless such Eligible Swap Counterparty has notified Agent of the amount of any such liability owed to it prior to such distribution.

"Lender Letter of Credit" means a Letter of Credit issued by an LC Issuer that is also, at the time of issuance of such Letter of Credit, a Lender.

"Letter of Credit" means a standby letter of credit issued for the account of any Borrower by an LC Issuer which expires by its terms within one year after the date of issuance and in any event at least thirty (30) days prior to the Commitment Expiry Date (unless cash collateralized by a Borrower and Lenders have no guaranty, commitment or other obligations relating thereto).  Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date for one or more successive one (1) year periods, provided, however, that the LC Issuer that issued such Letter of Credit has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the thirtieth (30th) day prior to the Commitment Expiry Date. Each Letter of Credit shall be either a Lender Letter of Credit or a Supported Letter of Credit.

"Letter of Credit Liabilities" means, at any time of calculation, the sum of (a) without duplication, the amount then available for drawing under all outstanding Lender Letters of Credit and all Supported Letters of Credit, in each case without regard to whether any conditions to drawing thereunder can then be met, plus (b) without duplication, the aggregate unpaid amount of all reimbursement obligations in respect of previous drawings made under all such Lender Letters of Credit and Supported Letters of Credit.

"Leverage Ratio Rental Expense" means, for any fiscal period, the consolidated rental expense of Borrowers and their Subsidiaries during such period incurred under long-term financing of rolling stock entered into after the date hereof and accounted for as an operating lease under this Agreement.

"LIBOR Rate" means for any Interest Period, the greater of (a) the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/100 of 1%) for deposits in Dollars, for a three-month period, that appears on Bloomberg Screen US0001M (or the successor thereto) as the London interbank offered rate for deposits in Dollars as of 11:00 a.m., London time, as of two (2) Business Days prior to the commencement of such Interest Period and (b) one percent (1.0%).

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, hypothecation, security interest, preference, trust (statutory, deemed, constructive or otherwise), priority or encumbrance of any kind, in respect of such asset.  For the purposes of this Agreement and the other Financing Documents, any Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a

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vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Liquidity" means, at any applicable time, the sum of (a) Revolving Loan Availability plus (b) Qualified Cash.

"Litigation" means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

"Loan Account" has the meaning set forth in Section 2.6(b).

"Loan(s)" means, the Revolving Loans.

"Lockbox" means a post office box maintained at a U. S. Post Office or such other address as Agent may consent to in writing from time to time.

"Lockbox Account" means an account or accounts maintained at the Lockbox Bank into which collections of Accounts are paid, which account or accounts shall be, if requested by Agent, opened in the name of Agent (or a nominee of Agent).

"Lockbox Bank" has the meaning set forth in Section 2.11.

"Luminus" means Luminus Management LLC and its Affiliates and "Approved Funds" (as such term is defined in the Term Loan Credit Agreement as in effect on the Closing Date).

"Material Adverse Effect" means, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, (a) a material adverse change in, or a material adverse effect on (i) the business, results of operations, financial condition, assets, properties or liabilities (actual or contingent) of Borrowers and their Subsidiaries taken as a whole, (ii) the ability of the Credit Parties to pay the Obligations or to perform any of their respective obligations under the Financing Documents, (iii) the rights and remedies of the Agent and/or Lenders under any of the Financing Documents, or (iv) the legality, validity or enforceability of any of the Financing Documents, or (b) the imposition of a fine against or the creation of any liability of any Credit Party to any Governmental Authority in excess of $500,000 to the extent such fine or liability is not paid when due or subject to a Permitted Contest.

"Material Contracts" has the meaning set forth in Section 3.17.

"Maximum Lawful Rate" has the meaning set forth in Section 2.7.

"MCF" means MidCap Financial Trust, a Delaware statutory trust, and its successors and assigns.

"Multiemployer Plan" means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Credit Party or any other member of the Controlled Group (or

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any Person who in the last five years was a member of the Controlled Group) is making or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date of determination) made contributions.

"Net Cash Proceeds" means, with respect to (a) Extraordinary Receipts, or (b) sale or Asset Disposition or receipt of insurance or casualty awards in respect of any assets, all cash proceeds received (which, for the avoidance of doubt, shall not include trade-in credit), net of (x) commissions and other reasonable and customary sale preparation, collection costs, transaction costs, fees and expenses properly attributable to such transaction and payable by Borrower or any of its Subsidiaries in connection therewith (in each case, to the extent paid to non-Affiliates of Borrowers and their Subsidiaries), reserves for indemnities required under the definitive documentation governing such transaction (until such reserves are no longer needed) and tax obligations paid, accrued, or associated with the transactions generating such proceeds, and (y) any portion of such proceeds equal to the amount required to be and actually applied to pay Permitted Indebtedness that is secured by the asset sold or disposed (to the extent those same proceeds were used to pay such Permitted Debt).

"Notes" has the meaning set forth in Section 2.3.

"Notice of Borrowing" means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit D hereto.

"Notice of LC Credit Event" means a notice from a Responsible Officer of Borrower Representative to Agent with respect to any issuance, increase or extension of a Letter of Credit specifying:  (a) the date of issuance or increase of a Letter of Credit; (b) the identity of the LC Issuer with respect to such Letter of Credit, (c) the expiry date of such Letter of Credit; (d) the proposed terms of such Letter of Credit, including the face amount; and (e) the transactions that are to be supported or financed with such Letter of Credit or increase thereof.

"Obligations" means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other amounts arising after the commencement of any case with respect to any Credit Party under any Insolvency Law or any similar statute which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.  In addition to, but without duplication of, the foregoing, the Obligations shall include, without limitation, all obligations, liabilities and indebtedness arising from or in connection with (a) all Support Agreements, (b) all Lender Letters of Credit, and (c) all Swap Contracts entered into with any Eligible Swap Counterparty; provided, however, that the "Obligations" of a Credit Party shall exclude any Excluded Swap Obligations with respect to such Credit Party.

"OFAC" means the U.S. Department of Treasury Office of Foreign Assets Control.

"OFAC Lists" means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079

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(Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

"Off-Balance Sheet Liabilities" of any Person means (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.  For the avoidance of doubt, Off-Balance Sheet Liabilities do not include operating leases of rolling stock, real estate and equipment, or licenses of software or intellectual property, in each case entered into in the Ordinary Course of Business.

"Operating Lease Amount" means, as of any date for Borrowers and their Subsidiaries determined on a consolidated basis in accordance with GAAP, an amount equal to the present value of all future lease payments due (including monthly payments and residual value obligations under "TRAC" leases) under operating leases included in Leverage Ratio Rental Expense used for determining Consolidated EBITDAR for the relevant period, using a discount rate equal to the weighted average cost of capital embedded in such leases.

"Operative Documents" means the Financing Documents, Term Loan Documents, the Equity Documents and any documents effecting the closing of the financing under this Agreement.

"Ordinary Course of Business" means, in respect of any transaction involving any Credit Party, the ordinary course of business of such Credit Party, as conducted by such Credit Party in accordance with past practices.

"Organizational Documents" means, with respect to any Person other than a natural person, the documents by which such Person was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating, limited liability company or members agreement), including any and all shareholder agreements or voting agreements relating to the capital stock or other Equity Interests of such Person.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Financing Document, or sold or assigned an interest in any Loan or Financing Document).

"Other Taxes" means all present or future stamp, court or documentary, excise, intangible, recording, filing or similar Taxes that arise from any payment made under, from the

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execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Financing Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment by a Lender of its interests herein after the date hereof (other than an assignment by a Lender of its interests herein after the date hereof made pursuant to Section 2.8(i) or at the request of any Credit Party).

"Overdue AP Reserve" means, as of any date of determination, those a reserve established and maintained by Agent in an amount equal to sum of all amounts due and owing to the Borrowers' trade creditors which are outstanding sixty (60) days or more past their due date as most recently reported to Agent pursuant to Section 4.1.

"Participant Register" has the meaning set forth in Section 11.17(b).

"Payment Account" means the account or accounts specified on the signature pages hereof into which all payments by or on behalf of each Borrower to Agent under the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.

"PBGC" means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

"Pension Plan" means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.

"Permits" means all governmental licenses, authorizations, provider numbers, supplier numbers, registrations, permits, drug or device authorizations and approvals, certificates, franchises, qualifications, accreditations, consents and approvals of a Credit Party required under all applicable Laws and required for such Credit Party in order to carry on its business as now conducted.

"Permitted Asset Dispositions" means the following Asset Dispositions, provided, however, that at the time of such Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:  (a) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (b) dispositions of furniture, fixtures and equipment in the Ordinary Course of Business that the applicable Borrower or Subsidiary determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, (c) the liquidation or dissolution of any Dormant Subsidiary so long as the assets of such Dormant Subsidiary are distributed to a Borrower in connection therewith, (d) a sale or disposition of assets (including Equity Interests of Subsidiaries but excluding ABL Priority Collateral), provided that (i) the net book value of all such assets sold or otherwise disposed of in any Fiscal Year does not exceed $1,000,000 in the aggregate, (ii) such sale or disposition is for at least fair market value, and (iii) at least seventy-five percent (75%) of the consideration received in such sale or disposition is in the form of cash or trade credit for similar assets; (e) the termination or expiration of any lease or license of real or personal or intellectual property that is not necessary for the ordinary course of business and could not reasonably be expected to have a Material Adverse Effect, (f) use or transfer of money or cash equivalents in the ordinary course of business and in a manner that is not prohibited by the terms of this Agreement or the other

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Financing Documents, (g) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (h) the granting of Permitted Liens, (i) the sale or discount, in each case without recourse, of Accounts arising in the Ordinary Course of Business, but only in connection with the compromise or collection thereof and with the prior written consent of Agent (which, for the avoidance of doubt, shall include participation in customer sponsored quick-pay programs), (j) any involuntary loss, damage, or destruction of property, (k) any involuntary condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, or confiscation of the requisition of use of property, (l) the leasing or subleasing of assets of any Credit Party in the ordinary course of business (including without limitation in connection with leases of tractors to independent contractors), (m) the sale, pledge, issuance, or other transfer of Equity Interests of Celadon Group that does not result in a Change of Control, (n) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Credit Party to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the Ordinary Course of Business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lenders; (o) the making of Permitted Investments, (p) the transfer of assets from any Borrower or its Subsidiaries to a Borrower, (q) the making of Permitted Distributions, or (r) any Specified Disposition to the extent (i) such Asset Disposition is made at least for fair market value and (ii) at least seventy-five percent (75%) of the consideration received in such sale or Asset Disposition is in the form of cash and/or assumption of Debt, lease obligations, or other liabilities; and (s) Asset Dispositions approved by Agent.

"Permitted Contest" means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Borrower or its Subsidiary to any governmental tax authority or other third party, a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made on the books and records and financial statements of the applicable Credit Party(ies); provided, however, that (a) compliance with the obligation that is the subject of such contest is effectively stayed during such challenge; (b) Borrowers' and its Subsidiaries' title to, and its right to use, the Collateral is not adversely affected thereby and Agent's Lien and priority on the Collateral are not adversely affected, altered or impaired thereby; (c) Borrowers have given prior written notice to Agent of a Borrower's or its Subsidiary's intent to so contest the obligation (other than in respect of appeals of third party litigation not involving any government agency, as to which no notice to Agent shall be required so long as such contest does not relate to ABL Priority Collateral); (d) the Collateral or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Borrowers or its Subsidiaries; (e) Borrowers have given Agent notice of the commencement of such contest and upon request by Agent, from time to time, notice of the status of such contest by Borrowers and/or confirmation of the continuing satisfaction of this definition (other than in respect of appeals of third party litigation not involving any governmental agency, as to which no notice to Agent shall be required so long as such contest does not relate to ABL Priority Collateral); and (f) upon a final determination of such contest, Borrowers and its Subsidiaries shall promptly comply with the requirements thereof.

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"Permitted Contingent Obligations" means (a) Contingent Obligations arising in respect of the Debt under the Financing Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (c) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 5.1 (but not including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations other than extensions of the maturity thereof without any other change in terms); (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed the Surety Bond Cap in the aggregate at any time outstanding; (f) Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of real and personal property assets permitted under Section 5.6; (h) Permitted Debt; (i) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by Borrower or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; and (j) other Contingent Obligations not permitted by clauses (a) through (i) above, not to exceed $250,000 in the aggregate at any time outstanding.

"Permitted Debt" means:  (a) Borrowers' and its Subsidiaries' Debt to Agent and each Lender under this Agreement and the other Financing Documents; (b) Term Loan Debt, in an aggregate principal amount not to exceed the "Maximum Term Obligations" (as defined in the Term Loan Intercreditor Agreement), (c) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business; (d) (i) Debt of Borrowers or any Subsidiary, including guarantees by Credit Parties thereof, incurred to finance the acquisition, construction or improvement of rolling stock and other tangible personal or real property, including Capital Lease Obligations, which can be secured solely within the limitations set forth in clause (e) of the definition of Permitted Liens, and any Debt assumed in connection with the acquisition of any such assets, which was not incurred in contemplation of such acquisition, which can be secured to the extent secured by a Lien on any such assets prior to the acquisition thereof; provided that any such Debt is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvements, and that the aggregate amount of all such Debt shall not exceed $350,000,000 at any time outstanding; and (ii) Refinancing Debt with respect to the foregoing; (e) Debt existing on the date of this Agreement and described on Schedule 5.1 (but not including any refinancings, extensions, increases or amendments to such Debt other than Refinancing Debt); (f) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Debt existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by Borrower or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; (g) Debt in the form of insurance premiums financed through the applicable insurance company; (h) trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business; (i) obligations of any Borrower to reimburse any bank in respect of amounts paid under letters of credit issued on account of a Borrower in an aggregate

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amount for all such letters of credit not to exceed $35,000,000 and secured solely by the Liens permitted pursuant to clause (s) of the definition of Permitted Liens; (j) Subordinated Debt in an aggregate amount not to exceed $5,000,000 at any time; (k) Obligations under operating leases to the extent included in the definition of Debt; (l) to the extent constituting Debt, contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Credit Party incurred in connection with the consummation of any Permitted Asset Disposition or disposition that occurred prior to the Closing Date and in the Ordinary Course of Business; (m) Debt (i) among the Borrowers constituting a Permitted Investment, (ii) owed to a wholly-owned Subsidiary of any Borrower serving as a captive insurance company in respect of liability claims paid in the Ordinary Course of Business that would otherwise be paid directly by a Borrower, and (iii) owing by any Subsidiary of Borrowers organized under the laws of Mexico to a Borrower consisting solely of cash that a Borrower collects on behalf of Mexican Subsidiary or reimbursements for costs incurred by Mexican Subsidiary for services performed for a Borrower in an aggregate amount not to exceed (1) $3,500,000 in any month, or (2) $50,000,000 at any time outstanding; provided that all amounts owing under this clause (m)(iii) shall be evidenced by an intercompany note, the original of which shall be delivered to Agent, together with an allonge executed in blank relating thereto, and subject to the first-priority Lien of Agent, for the benefit of itself and Lenders (for the avoidance of doubt, including intercompany loans qualifying as Permitted Investments); (n) unsecured Debt incurred in respect of netting services, overdraft protection and other like cash management services, in each case, incurred in the ordinary course of business; (o) accrual of interest and, subject to the limitations in the Term Loan Intercreditor Agreement, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Debt that is otherwise permitted hereunder; (p) Debt incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards or commercial cards (including so called "purchase cards", "procurement cards", or "p cards"), in each case, to the extent such obligations are repaid within 60 days of incurrence in an aggregate amount not to exceed $12,000,000 at any time; (q) to the extent constituting Debt, obligations under the Capacity Solutions/Denver LTL Agreement between certain borrowers and the purchase of Celadon Group's "Logistics" business line as in effect on the Closing Date; (r) obligations under the Deferred Prosecution Agreement and obligations under Borrower Representative's consent to a final judgment with the SEC entered into April 24, 2019; (s) to the extent constituting Debt, the Excise Tax Liability.

"Permitted Distributions" means the following Restricted Distributions:  (a) dividends or other Restricted Distributions by any Subsidiary of any Borrower to such parent Borrower; (b) dividends or conversions of Equity Interests payable solely in common stock; and (c) repurchases of stock of former employees, directors or consultants pursuant to stock purchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, however, that such repurchase does not exceed $250,000 in the aggregate per fiscal year.

"Permitted Investments" means:  (a) Investments shown on Schedule 5.7 and existing on the Closing Date; (b) Investments in cash and cash equivalents; (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business; (d) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and

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(ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrowers or their Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrowers' Board of Directors (or other governing body), but the aggregate of all such loans outstanding pursuant to this clause (d) may not exceed $250,000 at any time; (e) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business; (f) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the Ordinary Course of Business, provided, however, that this subpart (f) shall not apply to Investments of Borrowers in any Subsidiary; (g) Investments consisting of deposit accounts in which Agent has received a Deposit Account Control Agreement to the extent required by the Financing Documents; (h) Investments by any Borrower in any other Borrower made in compliance with Section 4.11(c); (i) guarantees to the extent constituting Permitted Debt or a Permitted Contingent Obligation; (j) Investments in connection with hedging transactions permitted hereunder; (k) deposits of cash made in the ordinary course of business to secure performance of operating leases; (l) payroll/settlement, fuel, maintenance, and similar advances made in the Ordinary Course of Business to drivers (including owner operators), consultants or other service providers to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes; (m) Investments in Mexican Subsidiaries of the Borrowers permitted by clause (m)(iii) of the definition of Permitted Debt; (n) Investments made in captive insurance subsidiaries in an amount not to exceed the minimum amount of capitalization required pursuant to regulatory capital requirements; provided that once such amount reaches $5,000,000, and, thereafter, upon each increase of such amount by increments of $2,500,000 (i.e. $7,500,000, $10,000,000, etc.), the Borrowers shall provide to the Agent a reasonably detailed description of the increased capital requirements; provided further, that notwithstanding anything herein to the contrary, Investments in captive insurance subsidiaries may only be made pursuant to this clause (n); (o) loans and advances in the Ordinary Course of Business to any owner operator or similar individual performing services for the Borrowers or any of their Subsidiaries to finance the purchase or lease or repair of equipment in an aggregate amount not to exceed $2,500,000 at any time outstanding; and (p) other Investments (other than Investments in Dormant Subsidiaries) in an amount not exceeding $250,000 in the aggregate.

"Permitted Liens" means (a) Liens granted to, or for the benefit of, the Agent to secure the Obligations, (b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet due, or (ii) do not have priority over the Agent's Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Contests, (c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 10.1(h) of the Agreement, (d) Liens existing on the date hereof and set forth on Schedule 5.2 and any renewals or extensions thereof in respect of Refinancing Debt, (e) purchase money Liens upon or in rolling stock or other tangible personal or real property to secure the purchase price or the cost of construction or improvement of such assets (including Liens securing any capitalized lease obligations) or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such assets; provided that (i) such Lien secures Debt permitted by clause (d)(i) of the definition of Permitted Debt, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof, (iii) such Lien does not

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extend to any other asset (except proceeds of the asset financed or de minimis assets relating thereto and customary cross-collateralization provisions in secured financing or leases supplied by a single financial institution or its affiliates, pursuant to which the lien of the single financial institution may extend to other equipment financed by such financial institution), and (iv) the Debt secured thereby does not exceed the lesser of fair market value and the cost of acquiring, constructing, improving, and placing into service such fixed or capital assets, (f) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the Ordinary Course of Business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent or (ii) are the subject of Permitted Contests, (g) Liens on amounts deposited to secure the Borrowers' obligations in connection with worker's compensation or other unemployment insurance, (h) Liens on amounts deposited to secure the Borrowers' obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, (i) Liens on amounts deposited to secure the Borrowers' reimbursement obligations with respect to surety or appeal bonds obtained in the Ordinary Course of Business permitted hereunder, (j) with respect to any real estate, easements, rights of way, and zoning restrictions that do not secure any monetary obligations and do not, (i) to the extent arising after the Closing Date, materially detract from the value of the affected real estate or (ii) interfere with or impair the use or operation thereof, (k) with respect to real estate located in Canada (collectively, the "Canadian Real Property"), each of the following Liens to the extent they do not in the aggregate materially detract from the value of the Collateral subject thereto or materially interfere with the use thereof in the operation of the business of the relevant Credit Party:  (i)  reservations, limitations, provisos and conditions expressed in the original Crown patent, in each case as they apply to the Canadian Real Property, (ii) registered agreements with governmental authorities or public utility or hydro commissions including development agreements, site plan agreements, subdivision agreements and other similar agreements; (iii) the provisions of applicable laws, including by-laws, regulations, airport zoning regulations, ordinances and similar instruments relating to development and zoning; and (iv) any minor encroachments by any structure located on the Canadian Real Property onto any adjoining lands and any minor encroachment by any structure located on adjoining lands onto the Canadian Real Property provided such encroachments do not affect the marketability of such Canadian Real Property, (l) Liens that are replacements of Permitted Liens to the extent that the original Debt is the subject of permitted Refinancing Debt, (m) Liens granted pursuant to the Term Loan Documents to the Term Loan Agent, for the benefit of the Term Loan Lenders, subject to the Term Loan Intercreditor Agreement, (n) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (o) rights of setoff or bankers' liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business, (p) Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Debt, (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (r) Liens arising under operating leases to the extent covering the leased property and proceeds thereof, (s) cash collateral held on deposit at any bank that has issued a letter of credit for the account of a Borrower permitted pursuant to clause (h) of the definition of Permitted Debt in an aggregate amount not to exceed one hundred five percent

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(105%) of the face amount of all such letters of credit, and (t) other Liens on assets other than ABL Priority Collateral not described above and securing amounts not to exceed $250,000 at any one time outstanding.

"Permitted Modifications" means (a) such amendments or other modifications to a Borrower's or Subsidiary's Organizational Documents as are required or permitted under this Agreement or by applicable Law and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective, and (b) such amendments or modifications to a Borrower's or Subsidiary's Organizational Documents (other than those involving a change in the name of a Borrower or Subsidiary or involving a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that would not adversely affect the rights and interests of Agent or Lenders and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective.

"Person" means any natural person, corporation, limited liability company, unlimited liability company, professional association, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

"PPSA" means the Personal Property Security Act (Ontario), including the regulations thereto and related Minister's Orders, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder or under any other Financing Document on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in any applicable jurisdiction in Canada, "PPSA" means the Personal Property Security Act or such other applicable legislation (including, the Civil Code of Quebec) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

"Pro Forma Basis" means, for purposes of calculating the financial covenants set forth in Article VI or compliance with any covenants referencing such financial covenants, that any Asset Disposition of all or substantially all of the assets or Equity Interests of a Person or line of business or division shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which Borrowers were required to deliver financial statements pursuant to Section 4.1 (but in the case of the financial covenants set forth in Article VI, only to the extent such Asset Disposition occurs prior to the last day of the applicable four fiscal quarter period).  In connection with the foregoing, with respect to any Asset Disposition or acquisition (i) income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction and (ii) any Debt incurred or assumed or repaid by any Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction (A) shall be deemed to have been incurred or repaid as of the first day of the applicable period and (B) if such Debt has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

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"Pro Rata Share" means (a) with respect to a Lender's obligation to make Revolving Loans, such Lender's right to receive the unused line fee described in Section 2.2(b), such Lender's obligation to purchase interests and participations in Letters of Credit and related Support Agreement liabilities and obligations, and such Lender's obligation to share in Letter of Credit Liabilities and to receive the related Letter of Credit fee described in Section 2.5(b), the Revolving Loan Commitment Percentage of such Lender, (b) with respect to a Lender's right to receive payments of principal and interest with respect to Revolving Loans, such Lender's Revolving Loan Exposure with respect thereto; and (c) for all other purposes (including, without limitation, the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the sum of the Revolving Loan Commitment Amount of such Lender (or, in the event the Revolving Loan Commitment shall have been terminated, such Lender's then existing Revolving Loan Outstandings), by (ii) the sum of the Revolving Loan Commitment (or, in the event the Revolving Loan Commitment shall have been terminated, the then existing Revolving Loan Outstandings) of all Lenders.

"Qualified Cash" means, as of any date of determination, the aggregate amount of unrestricted cash on-hand of the Credit Parties maintained in deposit accounts in the United States and Canada in the name of a Credit Party as of such date, which deposit accounts are subject to Deposit Account Control Agreements in favor the Agent.

"Qualified ECP Credit Party" means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Quebec Personal Property Cap Amount" has the meaning set forth in Section 3.29.

"Recipient" means (a) Agent, (b) any Lender, (c) any Letter of Credit Provider, and (d) any other recipient of any payment from any Credit Party under any Financing Document, as applicable.

"Refinancing Debt" means refinancings, renewals or extensions of Debt permitted pursuant to clauses (b), (d) and (e) of the definition of Permitted Debt so long as:

(a)          such refinancings, renewals or extensions is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced, other than by the amount of premiums paid thereon and the fees payable on such Debt being refinanced, renewed or extended and out-of-pocket expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto (which shall not exceed more than ten percent (10%) of the aggregate principal amount and by the amount of unfunded commitments with respect thereto); provided, that rolling stock and real estate that is not Collateral after such refinancing may be refinanced up to its fair market value;

(b)          such refinancings, renewals or extensions has a final maturity no sooner than, and a weighted average life no less than, the Debt being extended, renewed or refinanced;

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(c)          if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Debt,

(d)          the representations, covenants and defaults applicable to such refinancings, renewals or extensions are no less favorable to the Credit Parties and the Subsidiaries in any material respect than those applicable to the Debt being extended, renewed or refinanced, and the interest rate reflects a market rate at the time entered into;

(e)          the Lien, if any, granted to secure such refinancings, renewals or extensions extends only to those assets securing the Debt being extended, renewed or refinanced (subject to, in the case of Refinancing Debt of Debt permitted under clauses (d) and (e) of the definition of Permitted Debt, customary cross-collateralization provisions, secured financings or leases supplied by a single financial institution or its affiliates, pursuant to which the Lien of the single financial institution may extend to other rolling stock financed by such financial institution);

(f)          no additional Person is obligated on such Debt, except that in the case of Refinancing Debt relating to Purchase Money Debt, other Credit Parties may guaranty such Refinancing Debt (but such guarantees may not be secured other than to the extent provided by clause (f) above);

(g)          upon giving effect to it, no Default or Event of Default exists; and

(h)          in the case of Refinancing Debt related to the Term Loan Debt, the lenders thereof have entered into an intercreditor agreement with Agent satisfactory to Agent.

"Reimbursement Obligations" means, at any date, the obligations of each Borrower then outstanding to reimburse (a) Agent for payments made by Agent under a Support Agreement, and/or (b) any LC Issuer, for payments made by such LC Issuer under a Lender Letter of Credit.

"Required Lenders" means at any time Lenders holding (a) fifty-one percent (51%) or more of the Revolving Loan Commitment, or (b) if the Revolving Loan Commitment has been terminated, fifty-one percent (51%) or more of the sum of (x) the then aggregate outstanding principal balance of the Loans plus (y) the then aggregate amount of Letter of Credit Liabilities.

"Responsible Officer" means any of the Chief Executive Officer, Chief Financial Officer, Treasurer, General Counsel, or any other officer of the applicable Borrower acceptable to Agent.

"Restatement Effective Date" means the date on which Celadon Group files with the Securities and Exchange Commission the forms required under the Securities Exchange Act to bring its filings current through the then most recent fiscal year end reporting period (it being understood that certain historical periods may be omitted to the extent permitted by SEC rules or guidance).

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"Restricted Distribution" means as to any Person (a) any dividend or other distribution (whether in cash, securities or other property) on any Equity Interest in such Person (except those payable solely in its Equity Interests that are not Disqualified Equity Interests), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any Equity Interests in such Person or any claim respecting the purchase or sale of any Equity Interest in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person, (c) any management fees, salaries or other fees or compensation to any Person holding an Equity Interest in a Borrower or a Subsidiary of a Borrower (other than (i) payments of compensation to individuals, (ii) directors fees, (iii) advances and reimbursements to employees or directors, all in the Ordinary Course of Business), and (iv) arm's length payments for bona fide services or goods to any Person that holds less than ten percent (10%) of the outstanding voting securities of Celadon Group), an Affiliate of a Borrower or an Affiliate of any Subsidiary of a Borrower, (d) any lease or rental payments to an Affiliate or Subsidiary of a Borrower (other than in the Ordinary Course of Business), (e) repayments of or debt service on loans or other indebtedness held by any Person holding an Equity Interest in a Borrower or a Subsidiary of a Borrower, an Affiliate of a Borrower or an Affiliate of any Subsidiary of a Borrower unless permitted hereunder or made pursuant to a Subordination Agreement applicable to such loans or other indebtedness or (f) any transfer or other distribution of property to any Person other than a Credit Party pursuant to a statutory division.

"Revolving Lender" means each Lender having a Revolving Loan Commitment Amount in excess of $0 (or, in the event the Revolving Loan Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of $0).

"Revolving Loan Availability" means, at any time, the Revolving Loan Limit minus the Revolving Loan Outstandings.

"Revolving Loan Borrowing" means a borrowing of a Revolving Loan.

"Revolving Loan Commitment" means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders as of such date.

"Revolving Loan Commitment Amount" means, as to any Lender, the dollar amount set forth opposite such Lender's name on the Commitment Annex under the column "Revolving Loan Commitment Amount" (if such Lender's name is not so set forth thereon, then the dollar amount on the Commitment Annex for the Revolving Loan Commitment Amount for such Lender shall be deemed to be $0), as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender's portion of Revolving Loans outstanding and its commitment to make Revolving Loans) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party.  For the avoidance of doubt, the aggregate Revolving Loan Commitment Amount of all Lenders on the Closing Date shall be $60,000,000.

"Revolving Loan Commitment Percentage" means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such Lender's name on the Commitment Annex under the column "Revolving Loan Commitment Percentage" (if such Lender's name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be

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zero), and (b) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the Revolving Loan Commitment on such date.

"Revolving Loan Exposure" means, with respect to any Lender on any date of determination, the percentage equal to the amount of such Lender's Revolving Loan Outstandings on such date divided by the aggregate Revolving Loan Outstandings of all Lenders on such date.

"Revolving Loan Limit" means, at any time, the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base.

"Revolving Loan Outstandings" means, at any time of calculation, (a) the sum of the then existing aggregate outstanding principal amount of Revolving Loans plus the then existing Letter of Credit Liabilities, and (b) when used with reference to any single Lender, the sum of the then existing outstanding principal amount of Revolving Loans advanced by such Lender plus the then existing Letter of Credit Liabilities for the account of such Lender.

"Revolving Loans" has the meaning set forth in Section 2.1(b).

"SEC" means the United States Securities and Exchange Commission.

"Securities Account" means a "securities account" (as defined in Article 9 of the UCC or the PPSA, as applicable), an investment account, or other account in which investment property or securities are held or invested for credit to or for the benefit of any Borrower.

"Securities Account Control Agreement" means an agreement, in form and substance satisfactory to Agent, among Agent, any applicable Borrower and each securities intermediary in which such Borrower maintains a Securities Account pursuant to which Agent shall obtain "control" (as defined in Article 9 of the UCC or the STA, as applicable) over such Securities Account.

"Security Document" means this Agreement, the Canadian Security Documents and any other agreement, document or instrument executed concurrently herewith or at any time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the benefit of Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

"Solvent" means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater than the total amount of its liabilities (including Contingent Obligations), and (ii) greater than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction; (c) does not intend to incur and does not believe

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that it will incur debts beyond its ability to pay such debts as they become due; and (d) as regards a Canadian Credit Party, such Person is not an "insolvent person" within the meaning of the BIA.

"Specified Disposition" means any of the following:  (a) the sale, lease, or other disposition of all or any portion of the real properties located at (i) 3400 West Market Street, York, Pennsylvania, (ii) 2847 East 600 South, Warren, Indiana, (iii) 28055 Wick Road, Romulus, MI, (iv) 9702 East 30th Street, Indianapolis, Indiana, (v) 50 Omands Creek Boulevard, Winnipeg, Manitoba, (vi) 9920 East 30th Street, Indianapolis, Indiana, (vii) 221 Cockeysville Road, Hunt Valley/Cockeysville, Maryland, or (viii) 10010 Conveyor Drive, Indianapolis, Indiana; or (b) the sale of the Equity Interests or all or substantially all of the assets of Distribution, Inc.

"STA" means the Securities Transfer Act, 2006 (Ontario), or to the extent applicable, similar legislation of any other jurisdiction, as amended from time to time.

"Subordinated Debt" means any Debt of Borrowers incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written consent of Agent, all of which documents must be in form and substance acceptable to Agent in its sole discretion.  As of the Closing Date, there is no Subordinated Debt.

"Subordinated Debt Documents" means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion.  As of the Closing Date, there are no Subordinated Debt Documents.

"Subordination Agreement" means any agreement between Agent and another creditor of Borrowers, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any Borrower(s) and/or the Liens securing such Debt granted by any Borrower(s) to such creditor are subordinated in any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be acceptable to Agent in the exercise of its sole discretion.

"Subsidiary" means, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, capital stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of more than fifty percent (50%) of such capital stock whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the powers of a general partner.  Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Borrower.

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"Support Agreement" has the meaning set forth in Section 2.5(a).

"Supported Letter of Credit" means a Letter of Credit issued by an LC Issuer in reliance on one or more Support Agreements.

"Surety Bond Cap" means $40,000,000, less the face amount of all outstanding letters of credit (other than letters of credit collateralizing surety bonds).

"Swap Contract" means any "swap agreement", as defined in Section 101 of the Bankruptcy Code, that is obtained by Borrower to provide protection against fluctuations in interest or currency exchange rates, but only if Agent provides its prior written consent to the entry into such "swap agreement".

"Swap Obligation" means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.

"Synthetic Lease" means a lease transaction under which the parties intend that (i) the lease will be treated as an "operating lease" by the lessee pursuant to Accounting Standards Codification Sections 840-10 and 840-20, as amended, and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

"Synthetic Lease Obligations" means, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, and (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term Loan Agent" means Blue Torch Finance, LLC, in its capacity as agent acting for and on behalf of the Term Loan Lenders pursuant to the Term Loan Documents and any replacement or successor agent thereunder.

"Term Loan Credit Agreement" means that certain Second Amended and Restated CreditAgreement, dated as of the date hereof, by and among the lenders identified on the signature pages thereof, the Term Loan Agent, and Celadon Group, as borrower and certain Subsidiaries of Celadon Group, as guarantors, as amended, restated, supplemented, or otherwise modified from time to time as permitted pursuant to the terms of the Term Loan Intercreditor Agreement.

"Term Loan Debt" means the "Term Obligations" as defined in the Term Loan Intercreditor Agreement.

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"Term Loan Intercreditor Agreement" means the Intercreditor Agreement, dated as of the Closing Date, executed by and between the Term Loan Agent and Agent, in  form and substance satisfactory to Agent, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

"Term Loan Lenders" means, collectively, all lenders party to the Term Loan Credit Agreement on the Closing Date and their respective successors and permitted assigns (subject to the terms of the Term Loan Intercreditor Agreement).

"Term Loan Documents" means, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Term Loan Credit Agreement, (b) all notes, guarantees, security agreements, deposit account control agreements, investment property control agreements and intercreditor agreements, in each case, executed in connection with the Term Loan Credit Agreement; and (c) all other agreements, documents and instruments at any time executed and/or delivered by any Borrower or Guarantor with, to or in favor of Term Loan Agent or Term Loan Lenders in connection therewith or related thereto; sometimes being referred to herein individually as a "Term Loan Document". For the avoidance of doubt, the Equity Documents are not Term Loan Documents.

"Term Loan Priority Collateral" means the "Term Priority Collateral" as defined in the Term Loan Intercreditor Agreement.

"Termination Date" means the earlier to occur of (a) the Commitment Expiry Date, (b) any date on which Agent accelerates the maturity of the Loans pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement provided by Borrowers in accordance with Section 2.12.

"UCC" means the Uniform Commercial Code of the State of Maryland or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

"United States" means the United States of America.

"U.S. Tax Compliance Certificate" has the meaning set forth in Section 2.8(c)(i).

"Warrant Agreement" means the Warrant Agreement, dated as of the Closing Date, by and among Celadon Group and the other parties identified therein, as amended, supplemented or otherwise modified from time to time.

"Warrants" means the warrants to purchase common or preferred stock of Celadon Group issued under the Warrant Agreement.

"Withholding Agent" means each Borrower and Agent.

"Write-Down and Conversion Powers" means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time

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to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.2          Accounting Terms and Determinations.  Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis (i) prior to the Restatement Effective Date, on a basis consistent with the most recent financial statements of the Borrowers and their Subsidiaries delivered to the Agent before the Closing Date and (ii) after the Restatement Effective Date, in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of Lenders.  If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at "fair value", as defined therein.

Section 1.3          Other Definitional and Interpretive Provisions.  References in this Agreement to "Articles", "Sections", "Annexes", "Exhibits", or "Schedules" shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided.  Any term defined herein may be used in the singular or plural.  "Include", "includes" and "including" shall be deemed to be followed by "without limitation".  Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person.  References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively.  Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds.  Except as otherwise expressly provided herein, references to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations.  All amounts used for purposes of financial calculations required to be made herein shall be without duplication.  References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto.  References to capitalized terms that are not defined herein, but are defined (a) in the UCC, shall have the meanings given them in the UCC and (b) the PPSA shall have the meanings given them in the PPSA; provided, that to the extent that such term is defined differently in the PPSA and in the UCC, the definition of such term in the PPSA or the UCC shall govern, as the context requires, or otherwise the definition of such

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term contained in the UCC shall govern.  Notwithstanding the foregoing, and unless the context requires otherwise, any term defined in this Agreement by reference to the UCC shall also have any extended, alternative or analogous meaning given to such term in the PPSA, other applicable Canadian personal property security and other Laws (including the PPSA of each applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)) in all cases for the extension, preservation or betterment of the security and rights of the Collateral.  All references herein to times of day shall be references to daylight or standard time, as applicable.  Any reference herein to "province" shall include the territories of Canada and any reference to "provincial" shall have a corresponding meaning.

Any reference herein or in any other Financing Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all costs and expenses owing to Agent and/or Lenders hereunder or under any other Financing Document that have accrued and are unpaid regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Financing Document (including fees payable pursuant to Section 2.2 and Section 2.5(b)) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing cash collateral in respect thereof pursuant to Section 2.5(e), (c) the receipt by Lender of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and legal expenses), such cash collateral to be in such amount as Lender reasonably determines is appropriate to secure such contingent Obligations, (d) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, and (ii) any Swap Contracts that, at such time, are allowed by the applicable secured party to remain outstanding without being required to be repaid, and (e) the termination of all of the Revolving Loan Commitments of Lenders.

Section 1.4          Time is of the Essence.  Time is of the essence in Borrower's and each other Credit Party's performance under this Agreement and all other Financing Documents.

Section 1.5          Currency Matters.  Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Financing Documents to Agent and the Lenders shall be payable in Dollars. Any amounts received by any Credit Party in any currency other than Dollars shall be converted by such Credit Party to Dollars before such amounts are applied to the Obligations. All calculations, comparisons, measurements or determinations under this Agreement and the other Financing Documents shall be made in Dollars. For the purpose of such calculations, comparisons, measurements or determinations (including for purposes of financial statements and all calculations in connection with the covenants, including the financial covenants), amounts or proceeds denominated in other currencies shall be converted to the Equivalent Amount of Dollars on the date of calculation, comparison, measurement or determination.  Notwithstanding anything to the contrary contained

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herein, for purposes of any determination under Article 4 and Article 5 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder or other transaction, event or circumstance, or any other determination under any other provision of this Agreement not covered elsewhere in this Section 1.5, (any of the foregoing, a "Specified Transaction"), in a currency other than Dollars, (i) the Dollar Equivalent of a specified transaction in any such currency shall be calculated as of the date of such specified transaction (which, in the case of any distribution, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Debt, shall be deemed to be on the date first committed); provided, that if any Debt is incurred (and, if applicable, associated Lien granted) to refinance or replace other Debt denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Debt (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Debt being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under another clause of the definition of Permitted Debt pursuant to Section 5.1 (provided such incurrence shall be deemed a usage of such additional clause of the definition of Permitted Debt for all purposes), and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction so long as such Specified Transaction was permitted at the time incurred, made, acquired, committed, entered or declared.

If at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the Dollar, an Overadvance exists, Borrowers shall (i) (x) if there is sufficient availability under the Borrowing Base to cover such shortfall, within one (1) Business Day of notice from Agent, or (y) if an Event of Default has occurred and is continuing, immediately make the necessary payments or repayments to reduce the Obligations to an amount necessary to eliminate such excess or (ii) maintain or cause to be maintained with Agent cash deposits as continuing collateral security for the Obligations in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to Agent.  Without in any way limiting the foregoing provisions, Agent shall, weekly or more frequently in the sole discretion of Agent, make the necessary exchange rate calculations to determine whether any such excess exists on such date and advise Borrowers if such excess exists.

Section 1.6          Interpretation.  For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (a) "personal property" shall be deemed to include "movable property", (b) "real property" shall be deemed to include "immovable property", (c) "tangible property" shall be deemed to include "corporeal property", (d) "intangible property" shall be deemed to

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include "incorporeal property", (e) "security interest" and "mortgage" shall be deemed to include a "hypothec", (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to "perfection" of or "perfected" Liens shall be deemed to include a reference to the "opposability" of such Liens to third parties, (h) any "right of offset", "right of setoff" or similar expression shall be deemed to include a "right of compensation", (i) "goods" shall be deemed to include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, and (j) an "agent" shall be deemed to include a "mandatary".

ARTICLE 2 - LOANS AND LETTERS OF CREDIT

Section 2.1          Loans.

(a)          [Reserved].

(b)          Revolving Loans.

(i)         Revolving Loans and Borrowings.  On the terms and subject to the conditions set forth herein, each Lender severally agrees to make loans to Borrowers from time to time as set forth herein (each a "Revolving Loan", and collectively, "Revolving Loans") equal to such Lender's Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit.  Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Revolving Loan Borrowing, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing.  Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its sole discretion, (A) as provided in Section 2.5(c), with respect to obligations arising under Support Agreements and/or Lender Letters of Credit, and (B) to pay principal owing in respect of the Loans and interest, fees, expenses and other charges payable by any Credit Party from time to time arising under this Agreement or any other Financing Document.  The Borrowing Base shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement and such other information as may be available to Agent.  Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent's continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Agent's good faith credit judgment and discretion, such reserves are necessary.

(ii)        Mandatory Revolving Loan Repayments and Prepayments.

(A)      The Revolving Loan Commitment shall terminate on the Termination Date.  On such Termination Date, there shall become due, and Borrowers shall pay, the entire outstanding principal amount of each Revolving Loan, together with accrued and unpaid Obligations pertaining thereto incurred to,

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but excluding the Termination Date; provided, however, that such payment is made not later than 12:00 Noon (Eastern time) on the Termination Date.

(B)        If at any time the Revolving Loan Outstandings exceed the Revolving Loan Limit, then, on the next succeeding Business Day, Borrowers shall repay the Revolving Loans or cash collateralize Letter of Credit Liabilities in the manner specified in Section 2.5(e) or cause the cancellation of outstanding Letters of Credit, or any combination of the foregoing, in an aggregate amount equal to such excess.

(C)        Immediately upon any Asset Disposition (excluding Asset Dispositions which qualify as Permitted Asset Dispositions under clauses (c), (e) (f), (g), (h), (l), (m), (n), (p) or (q) of the definition of Permitted Asset Disposition) by any Credit Party or its Subsidiaries, Borrowers shall prepay the outstanding principal amount of the Revolving Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with (1) an Asset Disposition of ABL Priority Collateral and (2) an Asset Disposition of Term Loan Priority Collateral (other than to the extent any such proceeds of Term Loan Priority Collateral are required to be applied to the Term Loan Debt pursuant to the terms of the Term Loan Credit Agreement and are so applied. Nothing contained in this clause (C) shall permit any Credit Party or any of its Subsidiaries to make an Asset Disposition of any property other than in accordance with Section 5.6.

(D)       Upon the receipt by any Credit Party or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with (1) any Extraordinary Receipts in respect of ABL Priority Collateral and (2) any Extraordinary Receipts in respect of Term Loan Priority Collateral (other than to the extent any such proceeds of Term Loan Priority Collateral are required to be applied to the Term Loan Debt pursuant to the terms of the Term Loan Credit Agreement and are so applied).

(E)        Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Credit Party or any of its Subsidiaries in connection with an Asset Disposition or the receipt of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to clause (C) or clause (D), as the case may be, up to $1,000,000 in the aggregate in any fiscal year of the Net Cash Proceeds from all such Asset Dispositions and Extraordinary Receipts shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets (other than current assets) used in such Person's business, provided that, (1) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (2) Borrower Representative delivers a certificate to the Agent within five (5) days after such Asset Disposition or loss, destruction or taking, as the case

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may be, stating that such Net Cash Proceeds shall be used to replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed one hundred eighty (180) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (3) such Net Cash Proceeds are deposited in an account subject to a Deposit Control Account Agreement and (4) upon the earlier of (x) the expiration of the period specified in the relevant certificate furnished to the Agent pursuant to clause (B) above or (y) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with clause (C) or clause (D) as applicable.

(F)         Principal payable on account of Revolving Loans shall be payable by Borrowers to Agent (1) immediately upon the receipt by any Borrower or Agent of any payments on or proceeds from any of the Accounts, to the extent of such payments or proceeds, as further described in Section 2.11 below, and (2) in full on the Termination Date.

(iii)      Optional Prepayments.  Borrowers may from time to time prepay the Revolving Loans in whole or in part; provided, however, that any such partial prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $25,000.

(iv)      LIBOR Rate.

(A)      Except as provided in subsection (C) below, Revolving Loans shall accrue interest at the LIBOR Rate plus the Applicable Margin.

(B)       The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "change in applicable Law", regardless of the date enacted, adopted or issued.  In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent

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 promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (I) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment is made.

(C)     In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Loans bearing interest based upon the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (I) in the case of any outstanding Loans of such Lender bearing interest based upon the LIBOR Rate, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period of such Loans, and interest upon such Lender's Loans thereafter shall accrue interest at Base Rate plus the Applicable Margin, and (II) such Loans shall continue to accrue interest at Base Rate plus the Applicable Margin until such Lender determines that it would no longer be unlawful or impractical to maintain such Loans at the LIBOR Rate.

(D)     Anything to the contrary contained herein notwithstanding, neither Agent nor any Lender is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.

(c)          [Reserved].

Section 2.2          Interest, Interest Calculations and Certain Fees.

(a)          Interest.  From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin.  Interest on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise.  Interest on all other Obligations shall be payable upon demand.  For purposes of calculating interest, all funds transferred to the Payment Account for application to any Revolving Loans shall be subject to a one Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of Agent, and not for the benefit of Lenders.

(b)          Unused Line Fee.  From and following the Closing Date, Borrowers shall pay Agent, for the benefit of all Lenders committed to make Revolving Loans, in accordance with their respective Pro Rata Shares, a fee in an amount equal to (i) (A) the Revolving Loan Commitment minus (B) the average daily balance of the sum of the Revolving Loan

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Outstandings during the preceding month, multiplied by (ii) one-half of one percent (0.50%) per annum.  Such fee is to be paid monthly in arrears on the first day of each month.

(c)          [Reserved].

(d)          [Reserved].

(e)          [Reserved].

(f)          Deferred Revolving Loan Origination Fee.  If Lenders' funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or otherwise) prior to the Commitment Expiry Date, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the Revolving Loan Commitment by the following applicable percentage amount:  (i) three percent (3.0%) for the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, (ii) two percent (2.0%) for the period commencing on the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date, (iii) one percent (1.0%) for the period commencing on the second anniversary of the Closing Date and ending one hundred eighty (180) days prior to the Commitment Expiry Date, and (iv) zero percent (0%) thereafter.  All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.

(g)          [Reserved].

(h)          [Reserved].

(i)          Audit Fees.  Borrowers shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable fees and expenses in connection with audits and inspections of Borrowers' books and records, audits, valuations or appraisals of the Collateral, audits of Borrowers' compliance with applicable Laws and such other matters as Agent shall deem appropriate, which shall be due and payable on the first Business Day of the month following the date of issuance by Agent of a written request for payment thereof to Borrowers.

(j)          Wire Fees.  Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees for incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent's then current wire fee schedule (available upon written request of Borrowers).

(k)          Late Charges.  If payments of principal (other than a final installment of principal upon the Termination Date), interest due on the Obligations, or any other amounts due hereunder or under the other Financing Documents are not timely made and remain overdue for a period of five (5) days, Borrowers, without notice or demand by Agent, promptly shall pay to Agent, for its own account and not for the benefit of any other Lenders, as additional compensation to Agent in administering the Obligations, an amount equal to three percent (3.0%) of each delinquent payment.

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(l)          Computation of Interest and Related Fees.  All interest and fees under each Financing Document shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  The date of funding of a Loan shall be included in the calculation of interest.  The date of payment of a Loan shall be excluded from the calculation of interest.  If a Loan is repaid on the same day that it is made, one (1) day's interest shall be charged.  For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example), and the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest.  Each Borrower confirms that it understands and is able to calculate the rate of interest applicable to advances made under this Agreement based on the methodology for calculating per annum rates provided for herein.  Each Borrower irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Agreement or any Financing Documents, that the interest payable hereunder and the calculation thereof has not been adequately disclosed to Borrowers as required pursuant to Section 4 of the Interest Act (Canada).

Section 2.3          Notes.  The portion of the Loans made by each Lender shall be evidenced, if so requested by such Lender, by one or more promissory notes executed by Borrowers on a joint and several basis (each, a "Note") in an original principal amount equal to such Lender's Revolving Loan Commitment Amount.

Section 2.4          Reserves.  Agent shall have the right (but not the obligation) at any time, to establish and increase or decrease reserves against the Borrowing Base, including without limitation the Overdue AP Reserve.

Section 2.5          Letters of Credit and Letter of Credit Fees.

(a)          Letter of Credit.  On the terms and subject to the conditions set forth herein, the Revolving Loan Commitment may be used by Borrowers, in addition to the making of Revolving Loans hereunder, for the issuance, prior to that date which is one year prior to the Termination Date, by (i) Agent, of letters of credit, Guarantees or other agreements or arrangements (each, a "Support Agreement") to induce an LC Issuer to issue or increase the amount of, or extend the expiry date of, one or more Letters of Credit and (ii) a Lender, identified by Agent, as an LC Issuer, of one or more Lender Letters of Credit, so long as, in each case:

(i)          Agent shall have received a Notice of LC Credit Event at least five (5) Business Days before the relevant date of issuance, increase or extension; and

(ii)          after giving effect to such issuance, increase or extension, (A) the aggregate Letter of Credit Liabilities do not exceed $0, and (B) the Revolving Loan Outstandings do not exceed the Revolving Loan Limit.

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Nothing in this Agreement shall be construed to obligate any Lender to issue, increase the amount of or extend the expiry date of any Letter of Credit, which act or acts, if any, shall be subject to agreements to be entered into from time to time between Borrowers and such Lender.  Each Lender that is an LC Issuer hereby agrees to give Agent prompt written notice of each issuance of a Lender Letter of Credit by such Lender and each payment made by such Lender in respect of Lender Letters of Credit issued by such Lender.

Notwithstanding anything to the contrary set forth herein, Borrowers agree and acknowledge that no part of the Revolving Loan Commitment will be available for the issuance of a Letter of Credit until such times as Agent notifies Borrower Representative that a Lender party to this Agreement is an LC Issuer.

Nothing in this Section 2.5 will restrict Borrowers from using proceeds of Revolving Loans to cash collateralize letters of credit that are issued by third parties for the account of any Borrower less than one (1) year prior to the Termination Date.

(b)          Letter of Credit Fee.  Borrowers shall pay to Agent, for the benefit of the Revolving Lenders in accordance with their respective Pro Rata Shares, a letter of credit fee with respect to the Letter of Credit Liabilities for each Letter of Credit, computed for each day from the date of issuance of such Letter of Credit to the date that is the last day a drawing is available under such Letter of Credit, at a rate per annum equal to the Applicable Margin then applicable to Loans bearing interest based upon the LIBOR Rate.  Such fee shall be payable in arrears on the last day of each calendar month prior to the Termination Date and on such date.  In addition, Borrowers agree to pay promptly to the LC Issuer any fronting or other fees that it may charge in connection with any Letter of Credit.

(c)          Reimbursement Obligations of Borrowers.  If either (i) Agent shall make a payment to an LC Issuer pursuant to a Support Agreement, or (ii) any Lender shall notify Agent that it has made payment in respect of, a Lender Letter of Credit, (A) the applicable Borrower shall reimburse Agent or such Lender, as applicable, for the amount of such payment by the end of the day on which Agent or such Lender shall make such payment and (B) Borrowers shall be deemed to have immediately requested that Revolving Lenders make a Revolving Loan, in a principal amount equal to the amount of such payment (but solely to the extent such Borrower shall have failed to directly reimburse Agent or, with respect to Lender Letters of Credit, the applicable LC Issuer, for the amount of such payment).  Agent shall promptly notify Revolving Lenders of any such deemed request and each Revolving Lender hereby agrees to make available to Agent not later than noon (Eastern time) on the Business Day following such notification from Agent such Revolving Lender's Pro Rata Share of such Revolving Loan.  Each Revolving Lender hereby absolutely and unconditionally agrees to fund such Revolving Lender's Pro Rata Share of the Loan described in the immediately preceding sentence, unaffected by any circumstance whatsoever, including, without limitation, (x) the occurrence and continuance of a Default or Event of Default, (y) the fact that, whether before or after giving effect to the making of any such Revolving Loan, the Revolving Loan Outstandings exceed or will exceed the Revolving Loan Limit, and/or (z) the non-satisfaction of any conditions set forth in Section 7.2.  Agent hereby agrees to apply the gross proceeds of each Revolving Loan deemed made pursuant to this Section 2.5(c) in satisfaction of Borrowers' reimbursement obligations arising pursuant to this Section 2.5(c).  Borrowers shall pay interest, on demand, on all amounts so paid by Agent

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pursuant to any Support Agreement or to any applicable Lender in honoring a draw request under any Lender Letter of Credit for each day from the date of such payment until Borrowers reimburse Agent or the applicable Lender therefor (whether pursuant to clause (A) or (B) of the first sentence of this subsection (c)) at a rate per annum equal to the sum of two percent (2%) plus the interest rate applicable to Revolving Loans for such day.

(d)          Reimbursement and Other Payments by Borrowers.  The obligations of each Borrower to reimburse Agent and/or the applicable LC Issuer pursuant to Section 2.5(c) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following:

(i)          any lack of validity or enforceability of, or any amendment or waiver of or any consent to departure from, any Letter of Credit or any related document;

(ii)          the existence of any claim, set-off, defense or other right which any Borrower may have at any time against the beneficiary of any Letter of Credit, the LC Issuer (including any claim for improper payment), Agent, any Lender or any other Person, whether in connection with any Financing Document or any unrelated transaction, provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(iii)          any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(iv)          any affiliation between the LC Issuer and Agent; or

(v)          to the extent permitted under applicable law, any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(e)          Deposit Obligations of Borrowers.  In the event any Letters of Credit are outstanding at the time that Borrowers prepay in full or are required to repay the Obligations or the Revolving Loan Commitment is terminated, Borrowers shall (i) deposit with Agent for the benefit of all Revolving Lenders cash in an amount equal to one hundred ten percent (110%) of the aggregate outstanding Letter of Credit Liabilities to be available to Agent, for its benefit and the benefit of issuers of Letters of Credit, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto, and (ii) prepay the fee payable under Section 2.5(b) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit assuming that the full amount of such Letters of Credit as of the date of such repayment or termination remain outstanding until the end of such remaining terms.  Upon termination of any such Letter of Credit and so long as no Event of Default has occurred and is continuing, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i) attributable to such Letter of Credit, but only to the extent not previously applied by Agent in the manner described herein.

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(f)          Participations in Support Agreements and Lender Letters of Credit.

(i)          Concurrently with the issuance of each Supported Letter of Credit, Agent shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender shall be deemed irrevocably and immediately to have purchased and received from Agent, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender's Pro Rata Share, Agent's Support Agreement liabilities and obligations in respect of such Supported Letter of Credit and Borrowers' Reimbursement Obligations with respect thereto.  Concurrently with the issuance of each Lender Letter of Credit, the LC Issuer in respect thereof shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender shall be deemed irrevocably and immediately to have purchased and received from such LC Issuer, without recourse or warranty, an undivided interest and participation in, to the extent of such Lender's Pro Rata Share, such Lender Letter of Credit and Borrowers' Reimbursement Obligations with respect thereto.  Any purchase obligation arising pursuant to the immediately two preceding sentences shall be absolute and unconditional and shall not be affected by any circumstances whatsoever.

(ii)          If either (A) Agent makes any payment or disbursement under any Support Agreement and/or (B) an LC Issuer makes any payment or disbursement under any Lender Letter of Credit, and (I) Borrowers have not reimbursed Agent or the applicable LC Issuer, as applicable, in full for such payment or disbursement in accordance with Section 2.5(c), or (II) any reimbursement under any Support Agreement or Lender Letter of Credit received by Agent or any LC Issuer, as applicable, from any Credit Party is or must be returned or rescinded upon or during any bankruptcy or reorganization of any Credit Party or otherwise, each Revolving Lender shall be irrevocably and unconditionally obligated to pay to Agent or the applicable LC Issuer, as applicable, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the Obligations of Borrowers under Section 2.5(c)).  To the extent any such Revolving Lender shall not have made such amount available to Agent or the applicable LC Issuer, as applicable, before 12:00 Noon (Eastern time) on the Business Day on which such Lender receives notice from Agent or the applicable LC Issuer, as applicable, of such payment or disbursement, or return or rescission, as applicable, such Lender agrees to pay interest on such amount to Agent or the applicable LC Issuer, as applicable, forthwith on demand accruing daily at the Federal Funds Rate, for the first three (3) days following such Lender's receipt of such notice, and thereafter at the Base Rate plus the Applicable Margin in respect of Revolving Loans.  Any such Revolving Lender's failure to make available to Agent or the applicable LC Issuer, as applicable, its Pro Rata Share of any such payment or disbursement, or return or rescission, as applicable, shall not relieve any other Lender of its obligation hereunder to make available such other Revolving Lender's Pro Rata Share of such payment, but no Revolving Lender shall be responsible for the failure of any other Lender to make available such other Lender's Pro Rata Share of any such payment or disbursement, or return or rescission.

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Section 2.6          General Provisions Regarding Payment; Loan Account.

(a)          All payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim.  If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto).  Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on the next succeeding Business Day.

(b)          Agent shall maintain a loan account (the "Loan Account") on its books to record Loans and other extensions of credit made by Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower.  All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time.  The balance in the Loan Account, as recorded in Agent's books and records at any time shall be conclusive and binding evidence of the amounts due and owing to Agent by each Borrower absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower's duty to pay all amounts owing hereunder or under any other Financing Document.  Agent shall endeavor to provide Borrowers with a monthly statement regarding the Loan Account (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement).  Unless any Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects as to all matters reflected therein.

Section 2.7          Maximum Interest.  In no event shall the interest charged with respect to the Loans or any other Obligations of any Borrower under any Financing Document exceed the maximum amount permitted under the laws of the State of Maryland, the Criminal Code (Canada) or the Laws of any other applicable jurisdiction.  Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the "Stated Rate") would exceed the highest rate of interest permitted under any applicable law to be charged (the "Maximum Lawful Rate"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, each Borrower shall, to the extent permitted by law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable.  Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply.  In no event shall the

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total interest received by any Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrowers.  In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Section 2.8          Taxes; Capital Adequacy.

(a)          All payments of principal and interest on the Loans and all other amounts payable hereunder or under any other Financing Document shall be made free and clear of and without deduction for any present or future Taxes, except as required by applicable Law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and if any such withholding or deduction is in respect of any Indemnified Taxes, then Credit Parties shall pay such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required (including, without limitation, such withholdings and deductions applicable to additional sums payable under this Section 2.8).  After payment of any Tax by a Credit Party to a Governmental Authority pursuant to this Section 2.8, such Credit Party shall promptly forward to Agent the original or a certified copy of an official receipt, a copy of the return reporting such payment, or other documentation satisfactory to Agent evidencing such payment to such authority. Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes.

(b)          The Credit Parties shall jointly and severally indemnify Agent and Lenders, within ten (10) days after demand thereof, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable or paid by Agent or any Lender or required to be withheld or deducted from a payment to Agent or any Lender and any expenses arising therefrom or with respect thereto (including without limitation reasonable attorneys' and tax advisor fees and expenses), whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate in reasonable detail as to the amount of such payment or liability delivered to Borrower Representative by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(c)          The Borrowers shall indemnify Agent and Lenders, within ten (10) days after demand thereof, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable

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or paid by Agent or any Lender or required to be withheld or deducted from a payment to Agent or any Lender and any expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate in reasonable detail as to the amount of such payment or liability delivered to Borrowers by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(i)      Each Lender that is not a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each such Lender a "Foreign Lender") shall, to the extent permitted by Law, execute and deliver to Borrower Representative and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent) whichever of the following is applicable:  (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under any Financing Document, two (2) properly completed and executed originals of United States Internal Revenue Service ("IRS") Forms W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Financing Documents, two (2) properly completed and executed originals of IRS Forms W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the "business profits" or "other income" article of such tax treaty; (B) two (2) executed originals of Form W-8ECI (or successor form); (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percent shareholder" of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate") and (y) two (2) executed originals of IRS Forms W-8BEN or W-8BEN-E (or successor form); (D) to the extent a Foreign Lender is not the beneficial owner, two (2) executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; or (E) other applicable forms, certificates or documents prescribed by the IRS.  Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower Representative and Agent in writing of its legal inability to do

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so.  In addition, to the extent permitted by applicable Law, such forms shall be delivered by each Foreign Lender upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender.  Each Foreign Lender shall promptly notify Borrower Representative at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrower Representative (or any other form of certification adopted by the U.S. taxing authorities for such purpose).

(ii)       Each Lender that is a "United States person" (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall, to the extent permitted by Law, provide to Borrower Representative and Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), a properly completed and executed IRS Form W-9 or any successor form certifying as to such Lender's entitlement to an exemption from U.S. backup withholding and other applicable forms, certificates or documents prescribed by the IRS or reasonably requested by Borrower Representative or Agent.  Each such Lender shall promptly notify Borrowers at any time it determines that any certificate previously delivered to Borrower Representative (or any other form of certification adopted by the U.S. governmental authorities for such purposes) is no longer valid.

(iii)     Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrowers or Agent to determine the withholding or deduction required to be made.

(d)          If any Lender determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Taxes as to which it has been indemnified by any Borrower pursuant to this Section 2.8 (including by the payment of additional amounts pursuant to this Section 2.8), then it shall promptly pay an amount equal to such refund to Borrowers, net of all reasonable out-of-pocket expenses of such Lender or of Agent with respect thereto, including any Taxes; provided, however, that Borrowers, upon the written request of such Lender or Agent, agree to repay any amount paid over to Borrowers to such Lender or to Agent (plus any related penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Lender or Agent is required, for any reason, to disgorge or otherwise repay such refund.  Notwithstanding anything to the contrary in this Section 2.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.8(d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise

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imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This Section 2.8 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(e)          If a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Representative and Agent at the time or times prescribed by Law and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower Representative or Agent as may be necessary for Borrowers and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (e), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.

(f)          Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section 11.17 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Financing Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Financing Document or otherwise payable by Agent to such Lender from any other source against any amount due to Agent under this paragraph (f).

(g)          Each party's obligations under Section 2.8(a) through (f) shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations hereunder.

(h)          If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on such Lender's or such controlling Person's capital as a consequence of such Lender's obligations hereunder to a level below that which such

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Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender's or such controlling Person's policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor; provided that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "change in applicable Law", regardless of the date enacted, adopted or issued.

(i)          If any Lender requests compensation under any of Section 2.1(b)(iv) or Section 2.8(h), or requires Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8, then, upon the written request of Borrower Representative, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 11.17) to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender (as determined in its sole good faith discretion).  Without limitation of the provisions of Section 12.14, each Borrower hereby agrees to pay all reasonable and documented, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 2.9          Appointment of Borrower Representative.

(a)          Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, Notices of LC Credit Events and Borrowing Base Certificates, give instructions with respect to the disbursement of the proceeds of the Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents.  Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, and LC Issuer may provide such Letters of Credit for the account of a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower.  Notwithstanding anything to the

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contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.

(b)          Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9.  Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, or the issuance of any Letter of Credit requested on behalf of a Borrower hereunder, shall be remitted or issued to or for the account of such Borrower.

(c)          Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and all other notices from Agent, Lenders and LC Issuer with respect to the Obligations or otherwise under or in connection with this Agreement and the other Financing Documents.

(d)          Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.

(e)          No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days' prior written notice to Agent.  If the Borrower Representative resigns under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor).  Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term "Borrower Representative" shall mean such successor Borrower Representative for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative's appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Section 2.10          Joint and Several Liability; Rights of Contribution; Subordination and Subrogation.

(a)          Borrowers are defined collectively to include all Persons named as one of the Borrowers herein; provided, however, that any references herein to "any Borrower", "each Borrower" or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein.  Each Person so named shall be jointly and severally liable for all of (and guarantees) the obligations of Borrowers under this Agreement.  Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities would not be made available on the terms herein in the absence of the collective credit of all of the Persons named as the Borrowers herein, the joint and several liability of all such Persons, and the cross-collateralization of the collateral of all such Persons.  Accordingly, each Borrower individually acknowledges that the benefit to each of the Persons named as one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the credit

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facilities actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower.  In addition, each entity named as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon and measured and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together.  By way of illustration, but without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole), such that the occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to any other Persons named as the Borrowers or as to all such Persons taken as a whole.

(b)          Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each Borrower for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined below).  Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly.  For purposes hereof, the term "Fraudulent Conveyance" means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, province, nation or other governmental unit, as in effect from time to time.

(c)          Agent is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the time for payment of the Obligations; (ii) with the written agreement of any Borrower, change the terms relating to the Obligations or otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed by any Borrower and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent, in its sole discretion, may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor in any manner, all guarantor and surety defenses being hereby waived by each Borrower.  Without limitations of the foregoing, with respect to the Obligations, each Borrower hereby makes and adopts each of the agreements and waivers set forth in each Guarantee, the same being incorporated hereby by reference.  Except as specifically provided in this Agreement or any of the other Financing Documents, Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from any Borrower or any other source, and such determination shall be binding on all Borrowers.  All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of

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the Obligations that Agent shall determine, in its sole discretion, without affecting the validity or enforceability of the Obligations of the other Borrower.

(d)          Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of (i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or consent by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or hereafter executed by a Borrower and delivered to Agent; (iii) failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (iv) the institution of any proceeding under any Insolvency Law, by or against a Borrower or Agent's election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code (or similar provision in any Insolvency Law); (v) any borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code (or similar provision in any Insolvency Law); (vi) the disallowance, under Section 502 of the Bankruptcy Code (or similar provision in any Insolvency Law), of all or any portion of Agent's claim(s) for repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.

(e)          The Borrowers hereby agree, as between themselves, that to the extent that Agent, on behalf of Lenders, shall have received from any Borrower any Recovery Amount (as defined below), then the paying Borrower shall have a right of contribution against each other Borrower in an amount equal to such other Borrower's contributive share of such Recovery Amount; provided, however, that in the event any Borrower suffers a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount shall be entitled to seek and receive contribution from and against the other Borrowers in an amount equal to the Deficiency Amount; and provided, further, that in no event shall the aggregate amounts so reimbursed by reason of the contribution of any Borrower equal or exceed an amount that would, if paid, constitute or result in Fraudulent Conveyance.  Until all Obligations have been paid and satisfied in full, no payment made by or for the account of a Borrower including, without limitation, (i) a payment made by such Borrower on behalf of the liabilities of any other Borrower, or (ii) a payment made by any other Guarantor under any Guarantee, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of such other Borrower's property.  The right of each Borrower to receive any contribution under this Section 2.10(e) or by subrogation or otherwise from any other Borrower shall be subordinate in right of payment to the Obligations and such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder, until the Obligations have been indefeasibly paid and satisfied in full, and no Borrower shall exercise any right or remedy with respect to this Section 2.10(e) until the Obligations have been indefeasibly paid and satisfied in full.  As used in this Section 2.10(e), the term "Recovery Amount" means the amount of proceeds received by or credited to Agent from the exercise of any remedy of Lenders under this Agreement or the other Financing Documents, including, without limitation, the sale of any Collateral.  As used in this Section 2.10(e), the term "Deficiency Amount" means any amount that is less than the entire amount a Borrower is entitled to receive by way of contribution or subrogation from, but that has not been paid by, the other Borrowers in respect of any Recovery

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Amount attributable to the Borrower entitled to contribution, until the Deficiency Amount has been reduced to $0 through contributions and reimbursements made under the terms of this Section 2.10(e) or otherwise.

(f)          Each Qualified ECP Credit Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Section 2.10 in respect of Swap Obligations.  The obligations of each Qualified ECP Credit Party under this Section 2.10 shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired or been cancelled, replaced, backstopped or cash collateralized, and all Obligations payable by the Borrowers and the Guarantors under this Agreement and all other Financing Documents shall have been paid in full. Each Qualified ECP Credit Party intends that this Section 2.10(f) constitute, and this Section 2.10(f) shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(g)          Notwithstanding any other provision contained herein or in any other Financing Document, if a "secured creditor" (as that term is defined under the BIA) is determined by a court of competent jurisdiction not to include a Person to whom obligations are owed on a joint and several basis, then such Person's Obligations (and the Obligations of each other Canadian Credit Party or any other applicable Credit Party), to the extent such Obligations are secured, shall be several obligations and not joint and several obligations.

Section 2.11          Collections and Lockbox Account.

(a)          Borrowers shall maintain one or more Lockbox Accounts with a United States depository institution and with a Canadian depositary institution, in each case designated from time to time by Agent (the "Lockbox Banks"), subject to the provisions of this Agreement, and shall execute with each Lockbox Bank a Deposit Account Control Agreement and such other agreements related to such Lockbox as Agent may require.  Borrowers shall ensure that all collections of Accounts are paid directly from Account Debtors (i) to a Lockbox, for deposit into the Lockbox Account and/or (ii) directly into the Lockbox Account; provided, however, unless Agent shall otherwise direct by written notice to Borrowers, Borrowers shall be permitted to cause Account Debtors who are individuals to pay Accounts directly to Borrowers, which Borrowers shall then administer and apply in the manner required below. All funds deposited into a Lockbox Account shall be transferred into the Payment Account by the close of each Business Day.

(b)          [Reserved].

(c)          Notwithstanding anything in any lockbox agreement or Deposit Account Control Agreement to the contrary, Borrowers agree that they shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockboxes and the Lockbox Accounts, and that Agent shall have no liability therefor.  Borrowers hereby indemnify and agree to hold Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys' fees and expenses, arising from or relating to actions of Agent or the Lockbox Bank pursuant to this Section or any

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lockbox agreement or Deposit Account Control Agreement or similar agreement, except to the extent of such losses arising solely from Agent's gross negligence or willful misconduct.

(d)          Agent shall apply, on a daily basis, all funds transferred into the Payment Account pursuant to this Section to reduce the outstanding Revolving Loans in such order of application as Agent shall elect.  If as the result of collections of Accounts pursuant to the terms and conditions of this Section, a credit balance exists with respect to the Loan Account, such credit balance shall not accrue interest in favor of Borrowers, but Agent shall transfer such funds into an account designated by Borrower Representative for so long as no Event of Default exists.

(e)          To the extent that any collections of Accounts or proceeds of other Collateral are not sent directly to a Lockbox or a Lockbox Account but are received by any Borrower, such collections shall be held in trust for the benefit of Agent pursuant to an express trust created hereby and immediately remitted, in the form received, to the applicable Lockbox or Lockbox Account.  No such funds received by any Borrower shall be commingled with other funds of the Borrowers.  If any funds received by any Borrower are commingled with other funds of the Borrowers, or are required to be deposited to a Lockbox or Lockbox Account and are not so deposited within two (2) Business Days, then Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, a compliance fee equal to $500 for each day that any such conditions exist.

(f)          Borrowers acknowledge and agree that compliance with the terms of this Section is essential, and that Agent and Lenders will suffer immediate and irreparable injury and have no adequate remedy at law, if any Borrower, through acts or omissions, causes or permits Account Debtors to send payments other than to the Lockbox or Lockbox Accounts or if any Borrower fails to promptly deposit collections of Accounts or proceeds of other Collateral in the Lockbox Account as herein required.  Accordingly, in addition to all other rights and remedies of Agent and Lenders hereunder, Agent shall have the right to seek specific performance of the Borrowers' obligations under this Section, and any other equitable relief as Agent may deem necessary or appropriate, and Borrowers waive any requirement for the posting of a bond in connection with such equitable relief.

(g)          Borrowers shall not, and Borrowers shall not suffer or permit any Credit Party to, (i) withdraw any amounts from any Lockbox Account, (ii) change the procedures or sweep instructions under the agreements governing any Lockbox Accounts, or (iii) send to or deposit in any Lockbox Account any funds other than payments made with respect to and proceeds of Accounts or other Collateral.  Borrowers shall, and shall cause each Credit Party to, cooperate with Agent in the identification and reconciliation on a daily basis of all amounts received in or required to be deposited into the Lockbox Accounts.  If more than five percent (5%) of the collections of Accounts received by Borrowers during any given fifteen (15) day period is not identified or reconciled to the reasonable satisfaction of Agent within ten (10) Business Days of receipt, Agent shall not be obligated to make further advances under this Agreement until such amount is identified or is reconciled to the reasonable satisfaction of Agent, as the case may be.  In addition, if any such amount cannot be identified or reconciled to the reasonable satisfaction of Agent, Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at Borrowers' expense (which in the case of Agent's own

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staff shall be in accordance with Agent's then prevailing customary charges (plus expenses)), to make such examination and report as may be necessary to identify and reconcile such amount.

(h)          If any Borrower breaches its obligation to direct payments of the proceeds of the Collateral to the Lockbox Account, Agent, as the irrevocably made, constituted and appointed true and lawful attorney for Borrowers, may, by the signature or other act of any of Agent's authorized representatives (without requiring any of them to do so), direct any Account Debtor to pay proceeds of the Collateral to Borrowers by directing payment to the Lockbox Account.

Section 2.12          Termination; Restriction on Termination.

(a)          Termination by Lenders.  In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall, terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.

(b)          Termination by Borrowers.  Upon at least thirty (30) days' prior written notice to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have (i) paid or collateralized to Agent's satisfaction all of the Obligations in immediately available funds, all Letters of Credit and Support Agreements have expired, terminated or have been cash collateralized to Agent's satisfaction and (ii) complied with Section 2.2(f).  Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans or issue or procure any Letters of Credit or Support Agreements on or after the termination date stated in such notice.  Borrowers may elect to terminate this Agreement in its entirety only.  No section of this Agreement or type of Loan available hereunder may be terminated singly.

(c)          Effectiveness of Termination.  All of the Obligations shall be immediately due and payable upon the Termination Date.  All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Financing Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Financing Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately available funds, including, without limitation, all Obligations under Section 2.2(f) and the terms of any fee letter resulting from such termination.  Notwithstanding the foregoing or the payment in full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur as a result of dishonored checks or other items of payment received by Agent from Borrower or any Account Debtor and applied to the Obligations, Agent shall, at its option, (i) have received a written agreement satisfactory to Agent, executed by Borrowers and by any Person whose loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (ii) have retained cash Collateral or other Collateral for such period of time as Agent, in its discretion, may deem necessary to protect Agent and each Lender from any such loss or damage.

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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, each Borrower hereby represents and warrants to Agent and each Lender that:

Section 3.1          Existence and Power.  Each Credit Party is an entity as specified on Schedule 3.1, is duly organized, validly existing and in good standing under the laws of the jurisdiction specified on Schedule 3.1 and no other jurisdiction, has the same legal name as it appears in such Credit Party's Organizational Documents and an organizational identification number (if any), in each case as specified on Schedule 3.1, and has all powers and all Permits necessary or desirable in the operation of its business as presently conducted or as proposed to be conducted, except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect.  Each Credit Party is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, which jurisdictions as of the Closing Date are specified on Schedule 3.1, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.  Except as set forth on Schedule 3.1, no Credit Party (a) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (b) was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.

Section 3.2          Organization and Governmental Authorization; No Contravention.  The execution, delivery and performance by each Credit Party of the Financing Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

Section 3.3          Binding Effect.  Each of the Operative Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.

Section 3.4          Capitalization.  The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4.  All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws.  The identity of the holders of the equity securities of each of the Credit Parties and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties as of the Closing Date is set forth on Schedule 3.4.  No shares of the capital stock or other equity securities of any Credit Party, other than those described above, are issued and outstanding as of the Closing Date.  Except as set forth on Schedule 3.4, as of the Closing Date there are no

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preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.

Section 3.5          Financial Information.  All information delivered to Agent and pertaining to the financial condition of any Credit Party fairly presents the financial position of such Credit Party as of such date in conformity with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures).  Since December 31, 2018, there has been no material adverse change in the business, operations, properties, prospects or condition (financial or otherwise) of the Credit Parties on a consolidated basis other than entering into the Deferred Prosecution Agreement and related SEC settlement, the disposition of the "Logistics" and "A&S" business lines, and the amendments to the Borrowers' revolving credit agreement prior to the Closing Date.

Section 3.6          Litigation.  Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower's knowledge threatened against or affecting, any Credit Party or, to such Borrower's knowledge, any party to any Operative Document other than a Credit Party that could reasonably be expected to result in liability to Borrowers or their Subsidiaries in excess of $500,000, other than litigation relating to automobile liability arising in the Ordinary Course of Business that is covered by insurance and not in excess of $1,000,000.  There is no Litigation pending in which an adverse decision could reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Operative Documents.

Section 3.7          Ownership of Property.  Each Borrower and each of its Subsidiaries is the lawful owner of, has good and marketable title to and is in lawful possession of, or has valid leasehold interests in, all Accounts and other material assets and properties (real or personal, tangible, intangible or mixed) purported or reported to be owned or leased (as the case may be) by such Person.

Section 3.8          No Default.  No Event of Default, or to such Borrower's knowledge, Default, has occurred and is continuing.  No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect.

Section 3.9          Labor Matters.  As of the Closing Date, there are no strikes or similar labor disputes pending or, to any Borrower's knowledge, threatened against any Credit Party.  Hours worked and payments made to the employees of the Credit Parties have been in compliance in all material respect with the Fair Labor Standards Act or any other applicable Law dealing with such matters.  All payments due from the Credit Parties, or for which any claim may be made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books, as the case may be.  The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is bound.

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Section 3.10          Regulated Entities.  No Credit Party is an "investment company" or a company "controlled" by an "investment company" or a "subsidiary" of an "investment company," all within the meaning of the Investment Company Act of 1940.

Section 3.11          Margin Regulations.  None of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any "margin stock" or for any other purpose which might cause any of the Loans to be considered a "purpose credit" within the meaning of Regulation T, U or X of the Federal Reserve Board.

Section 3.12          Compliance With Laws; Anti-Terrorism Laws.

(a)          Each Credit Party is in compliance with the requirements of all applicable Laws, except for such Laws the noncompliance with which could not reasonably be expected to have a Material Adverse Effect.

(b)          None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, (iii) is a Blocked Person, or is controlled by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or other services to or in support of acts of terrorism of a Blocked Person.  No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law or Canadian Economic Sanctions and Export Control Laws. None of the transactions contemplated by the Financing Documents violates the Canadian Economic Sanctions and Export Control Laws.

Section 3.13          Taxes.  Except as set forth on Schedule 3.13, all federal, and all material state, provincial, territorial, municipal and local Tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof for nonpayment thereof other than federal, state, provincial, territorial, municipal and local Taxes, the nonpayment of which would not result in aggregate Tax liability to the Credit Parties in excess of $250,000.  Except to the extent subject to a Permitted Contest, all state and local sales and use Taxes required to be paid by each Credit Party have been paid other than state and local sales and use Taxes not in excess of $250,000 in the aggregate.  All federal, state, provincial, territorial and municipal Tax returns have been filed by each Credit

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Party for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor have been made.

Section 3.14          Compliance with ERISA.  Except for matters disclosed on Schedule 3.14, which matters would not reasonably be expected to have  Material Adverse Effect.

(a)          Each ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code and all other applicable laws in all material respects.  Each ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States Internal Revenue Service has issued a favorable determination letter or opinion letter with respect to each such ERISA Plan which may be relied on currently.  No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000A of the Code.

(b)          Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Borrower and each Subsidiary is in compliance with the applicable provisions of ERISA and the provision of the Code and all other applicable laws relating to ERISA Plans and the regulations and published interpretations therein.  During the thirty-six (36) month period prior to the Closing Date or the making of any Loan or the issuance of any Letter of Credit, (i) no steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code.  No condition exists or event or transaction has occurred with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty.  No Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to any employee Pension Plan.  All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is insolvent, that increased contributions may be required to avoid a reduction in plan benefits  or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code or that any such plan is or may be terminated.

Section 3.15          Consummation of Operative Documents; Brokers.  Except for fees payable to Agent and/or Lenders, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Operative Documents, and no Credit Party has or will have any obligation to any Person in respect of any finder's or brokerage fees, commissions or other expenses in connection herewith or therewith.

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Section 3.16          Related Transactions.  All transactions contemplated by the Operative Documents to be consummated on or prior to the date hereof have been so consummated (including, without limitation, the disbursement and transfer of all funds in connection therewith) in all material respects pursuant to the provisions of the applicable Operative Documents, true and complete copies of which have been delivered to Agent, and in compliance with all applicable Law, except for such Laws the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.

Section 3.17          Material Contracts.  Except for the Operative Documents, the Deferred Prosecution Agreement and the other agreements set forth on Schedule 3.17 (collectively with the Operative Documents, the "Material Contracts"), as of the Closing Date there is no (a) customer contract, which in the aggregate accounts for five percent (5%) or greater of the aggregate annual revenue of the Borrowers and their Subsidiaries as a whole, (b) contract or agreement, the loss of which could reasonably be expected to result in a Material Adverse Effect, (c) third party billing arrangements to which any Credit Party is a party, or (d) any lease of any Borrower's principal place of business.

Section 3.18          Compliance with Environmental Requirements; No Hazardous Materials.  Except in each case as set forth on Schedule 3.18:

(a)          no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to such Borrower's knowledge, threatened by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental Law, (ii) alleged failure by any Credit Party to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (iii) any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Materials, or (iv) release of Hazardous Materials; and

(b)          no property now owned or leased by any Credit Party and, to the knowledge of each Borrower, no such property previously owned or leased by any Credit Party, to which any Credit Party has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials, is listed or, to such Borrower's knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions or, to the knowledge of such Borrower, other investigations which may lead to claims against any Credit Party for clean-up costs, remedial work, damage to natural resources or personal injury claims, including, without limitation, claims under CERCLA.

For purposes of this Section 3.18, each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in part, a predecessor of such Credit Party.

Section 3.19          Intellectual Property.  Each Credit Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property that is material to the condition (financial or other), business or operations of such Credit Party.  All Intellectual Property existing as of the Closing Date which is issued, registered or pending with any United States or foreign

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Governmental Authority (including, without limitation, any and all applications for the registration of any Intellectual Property with any such United States or foreign Governmental Authority) and all licenses under which any Borrower is the licensee of any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person are set forth on Schedule 3.19, except for fully paid up "shrink wrap" licenses, which need not be so listed  Such Schedule 3.19 indicates in each case whether such registered Intellectual Property (or application therefor) is owned or licensed by such Credit Party, and in the case of any such licensed registered Intellectual Property (or application therefor), lists the name and address of the licensor and the name and date of the agreement pursuant to which such item of Intellectual Property is licensed and whether or not such license is an exclusive license and indicates whether there are any purported restrictions in such license on the ability to such Credit Party to grant a security interest in and/or to transfer any of its rights as a licensee under such license.  Except as indicated on Schedule 3.19, the applicable Credit Party is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each such registered Intellectual Property (or application therefor) purported to be owned by such Credit Party, free and clear of any Liens and/or licenses in favor of third parties.  All registered Intellectual Property of each Credit Party is duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.  No Credit Party is party to, nor bound by, any material license or other agreement with respect to which any Credit Party is the licensee that prohibits or otherwise restricts such Credit Party from granting a security interest in such Borrower's interest in such license or agreement or other property.  To such Borrower's knowledge, each Credit Party conducts its business without infringement or claim of infringement of any Intellectual Property rights of others and there is no infringement or claim of infringement by others of any Intellectual Property rights of any Credit Party, which infringement or claim of infringement could reasonably be expected to have a Material Adverse Effect.

Section 3.20          Solvency.  After giving effect to the Loan advance and the liabilities and obligations of each Borrower under the Operative Documents, the Credit Parties on a consolidated basis are Solvent.

Section 3.21          Full Disclosure.  None of the written information (financial or otherwise) furnished by or on behalf of any Credit Party to Agent or any Lender in connection with the consummation of the transactions contemplated by the Operative Documents (other than the projections, which are addressed below), contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made.  All financial projections delivered to Agent and Lenders by Borrowers (or their agents) have been prepared on the basis of the assumptions stated therein.  Such projections, when made, represent each Borrower's best estimate of such Borrower's future financial performance as of such date, and such assumptions are believed by such Borrower to be fair and reasonable in light of current business conditions as of such date; provided, however, that Borrowers can give no assurance that such projections will be attained.

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Section 3.22          Interest Rate.  The rate of interest paid hereunder and the method and manner of the calculation thereof do not violate any usury or other law or applicable Laws,  any of the Organizational Documents, or any of the Operative Documents.

Section 3.23          Subsidiaries.  Borrowers do not own any stock, partnership interests, limited liability company interests or other equity securities except for Permitted Investments.

Section 3.24          Representations and Warranties Incorporated from Operative Documents.  As of the Closing Date, each of the representations and warranties made in the Operative Documents by each of the parties thereto is true and correct in all material respects, and such representations and warranties are hereby incorporated herein by reference with the same effect as though set forth in their entirety herein, as qualified therein, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty shall be true as of such earlier date.

Section 3.25          Dormant Subsidiaries; Excluded Entities.

(a)          Borrowers are in the process of winding down the business and operations of each of the Dormant Subsidiaries.

(b)          No Excluded Entity owns any assets other than de minimis assets or conducts any business or operations.

Section 3.26          Canadian Pension Plans.  No Credit Party maintains or contributes to any Canadian Defined Benefit Pension Plans.

Section 3.27          Captive Insurance Subsidiaries.  As of the Closing Date, the aggregate amount of Investments made in captive insurance Subsidiaries of the Borrower Representative is an amount equal to $925,000.

Section 3.28          Drivers.

(a)          No Borrower nor any of their Subsidiaries,

(i)     is required by any Driver Contract to segregate from its general funds monies collected for such Driver or is otherwise restricted by any Driver from use of those funds (except that the provisions of contracts with owner-operators provide for an escrow (primarily for maintenance expenses), payment of interest thereon, and refund in accordance with applicable law,

(ii)    holds or is required to hold any portion of its Accounts collected from an Account Debtor in respect of a Driver’s services in trust for such Driver, or

(iii)   has any fiduciary relationship or duty to any Driver arising out of or in connection with any Driver Contract or the transactions contemplated thereby.

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(b)          All payments by Borrowers and their Subsidiaries in respect of payables to Drivers, whether pursuant to any Driver Contract or otherwise, are made from such Borrower’s and its Subsidiaries' general funds in the normal course of business.

Section 3.29          Property and Assets in Quebec.  Except solely for Canadian motor vehicles which may from time to time be located in the Province of Quebec while in the process of transporting and which are of a type of collateral that are normally used in more than one jurisdiction (and for certainty not for any such Canadian motor vehicles which are located in the Province of Quebec for but which are not of a type of collateral that are normally used in more than one jurisdiction), the Credit Parties do not (i) own any real property in the Province of Quebec, (ii) have any employees which work at an office or physical location in the Province of Quebec, or (iii) have any tangible personal property located in the Province of Quebec in respect of which the fair market value of any such personal property when taken together exceeds the aggregate amount of $50,000 of lawful money of Canada (the "Quebec Personal Property Cap Amount").

ARTICLE 4 - AFFIRMATIVE COVENANTS

Each Borrower agrees that, so long as any Credit Exposure exists:

Section 4.1          Financial Statements and Other Reports.  Each Borrower will deliver to Agent:  (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers' and its Consolidated Subsidiaries' consolidated operations during the period, prepared (i) prior to the Restatement Effective Date, on a basis consistent with the most recent financial statements of the Borrowers and their Subsidiaries delivered to the Agent before the Closing Date and (ii) after the Restatement Effective Date, under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections  required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of each fiscal year of Borrowers commencing with the fiscal year ended June 30, 2019, (i) prior to the Restatement Effective Date, consolidated financial statements prepared on a basis consistent with the most recent financial statements of the Borrowers and their Subsidiaries delivered to the Agent before the Closing Date and (ii) after the Restatement Effective Date, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Grant Thornton or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; provided, that, for the fiscal year ended June 30, 2019, such audit financial statements shall be delivered on or prior to June 30, 2020 (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (it being agreed that filing on the EDGAR website will satisfy this obligation); (e) a

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prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $500,000 or more or, in the case of legal actions relating to automobile liability in the Ordinary Course of Business, $1,000,000; (f) prompt written notice of an event that materially and adversely affects the value to the Borrowers of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request.  Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement.  Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts (it being agreed that filing on the EDGAR website will satisfy this obligation).  Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts and Eligible Unbilled Accounts denoting, the thirty (30) largest Account Debtors during such quarter.

Section 4.2          Payment and Performance of Obligations.  Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect or result in a Lien against any Collateral, except for Permitted Liens, (b) without limiting anything contained in the foregoing clause (a), pay all amounts due and owing in respect of Taxes (including without limitation, payroll and withholdings tax liabilities) on a timely basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof, (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect.

Section 4.3          Maintenance of Existence.  Each Borrower will preserve, renew and keep in full force and effect and in good standing, and will cause each Subsidiary to preserve, renew and keep in full force and effect and in good standing, their respective existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business.

Section 4.4          Maintenance of Property; Insurance.

(a)          Each Borrower will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear and damage excepted.  If all or any part of the Collateral useful or necessary in its

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business, and upon which the Borrowing Base is calculated, becomes damaged or destroyed, each Borrower will, and will cause each Subsidiary to, promptly and completely repair and/or restore the affected Collateral in a good and workmanlike manner, regardless of whether Agent agrees to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction.

(b)          Upon completion of any Permitted Contest, Borrowers shall, and will cause each Subsidiary to, promptly pay the amount due, if any, and deliver to Agent proof of the completion of the contest and payment of the amount due, if any, following which Agent shall return the security, if any, deposited with Agent pursuant to the definition of Permitted Contest.

(c)          Each Borrower will maintain commercially reasonable (i) casualty insurance covering real and personal property, (ii) general liability insurance, and (iii) such other insurance coverage in such amounts and with respect to such risks as are commercially reasonable for the Borrowers and consistent with the Insurance Requirements attached hereto as Schedule 4.4; provided, however, that, in no event shall such insurance be in amounts or with coverage less than, or with carriers with qualifications inferior to, that which is reasonably customary in Borrowers' industry for similarly sized carriers and as reasonably acceptable to Agent.  All such insurance shall be provided by insurers having an A.M. Best policyholders rating reasonably acceptable to Agent.  Agent acknowledges that the Borrowers' insurance, attached hereto as Schedule 4.4, in effect as of the Closing Date satisfies the requirements set forth in this Section 4.4(c).

(d)          Within thirty (30) days of the Closing Date (or such  later date as Agent may agree to in writing in its sole discretion), and at all times thereafter, each Borrower will cause Agent to be named as an additional insured, assignee and lender loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and substance acceptable to Agent.  Borrowers shall deliver to Agent and Lenders (i) pursuant to Section 7.4, a certificate from Borrowers' insurance broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee and loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) on an annual basis, and upon the request of any Lender through Agent from time to time full information as to the insurance carried, (iii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or material change in coverage from that existing on the date of this Agreement, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Borrower, and (v) at least 60 days prior to expiration of any policy of insurance, evidence of renewal of such insurance upon the terms and conditions herein required.

(e)          In the event any Borrower fails to provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at Borrowers'

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expense to protect Agent's interests in the Collateral.  This insurance may, but need not, protect such Borrower's interests.  The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that is made against such Borrower in connection with the Collateral.  Such Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement.  If Agent purchases insurance for the Collateral, Borrowers will be responsible for the costs of that insurance to the fullest extent provided by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.  The costs of the insurance may be added to the Obligations.  The costs of the insurance may be more than the cost of insurance such Borrower is able to obtain on its own.

Section 4.5          Compliance with Laws and Material Contracts.  Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

Section 4.6          Inspection of Property, Books and Records.  Each Borrower will keep, and will cause each Subsidiary to keep, proper books of record substantially in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and will permit, and will cause each Subsidiary to permit, at the sole cost of the applicable Borrower or any applicable Subsidiary, representatives of Agent and of any Lender to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to verify the amount and age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired.  In the absence of a Default or an Event of Default, Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable Subsidiary commercially reasonable prior notice of such exercise.  No notice shall be required during the existence and continuance of any Default or any time during which Agent reasonably believes a Default exists.

Section 4.7          Use of Proceeds.  Borrowers shall use the proceeds of Revolving Loans solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of Debt, and (b) for working capital and general corporate purposes (including to finance cash collateral for letters of credit that constitute Permitted Debt) of Borrowers and their Subsidiaries.  No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.

Section 4.8          Estoppel Certificates.  After written request by Agent, Borrowers, within fifteen (15) days and at their expense, will furnish Agent with a statement, duly acknowledged and certified, setting forth (a) the amount of the original principal amount of the Loans, and the unpaid principal amount of the Loans, (b) the rate of interest of the Loans, (c) the date payments

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of interest and/or principal were last paid, (d) any offsets or defenses to the payment of the Obligations, and if any are alleged, the nature thereof, (e) that the Notes (if any) and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the period of time it has existed, and the action being taken to remedy such Default.  After written request by Agent, Borrowers, within fifteen (15) days and at their expense, will furnish Agent with a certificate, signed by a Responsible Officer of Borrowers, updating all of the representations and warranties contained in this Agreement and the other Financing Documents and certifying that all of the representations and warranties contained in this Agreement and the other Financing Documents, as updated pursuant to such certificate, are true, accurate and complete as of the date of such certificate.

Section 4.9          Notices of Litigation and Defaults.  Borrowers will give prompt written notice to Agent (a) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (b) upon any Borrower becoming aware of the existence of any Default or Event of Default, (c) if any Credit Party is in breach or default under or with respect to any Material Contract, Term Loan Document or the Deferred Prosecution Agreement, or if any Credit Party is in breach or default under or with respect to any other contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect, (d) of any strikes or other labor disputes pending or, to any Borrower's knowledge, threatened against any Credit Party, (e) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property Rights of others, (f) of all returns, recoveries, disputes and claims that involve more than $500,000 or, in the case of disputes or claims relating to automobile liability in the Ordinary Course of Business, $1,000,000, (g) copies of all reports and notices made available to or from Term Loan Agent and/or Term Loan Lenders, and (h) all notices and court filings relating to the Deferred Prosecution Agreement.  Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date.

Section 4.10          Hazardous Materials; Remediation.

(a)          If any release or disposal of Hazardous Materials (other than de minimis amounts in the Ordinary Course of Business) shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws in all material respects and to preserve the value of such real property or other assets.  Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Environmental Law requiring

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the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material.

(b)          Borrowers will provide Agent within thirty (30) days after written  demand therefor with a bond, letter of credit or similar financial assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Agent's reasonable business determination that the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Effect.

Section 4.11          Further Assurances.

(a)          Each Borrower will, and will cause each Subsidiary to, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver all such further acts, documents and assurances as may from time to time be necessary or as Agent or the Required Lenders may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions contemplated thereby, including all such actions to (i) establish, create, preserve, protect and perfect a first priority Lien (subject only to Permitted Liens) in favor of Agent for itself and for the benefit of Lenders on the Collateral (including Collateral acquired after the date hereof), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries of Borrowers to be jointly and severally obligated with the other Borrowers under all covenants and obligations under this Agreement, including the obligation to guarantee and to repay the Obligations.  Without limiting the generality of the foregoing, (x) Borrowers shall, at the time of the delivery of any Compliance Certificate disclosing the acquisition by an Credit Party of any registered Intellectual Property or application for the registration of Intellectual Property, deliver to Agent a duly completed and executed supplement to the applicable Credit Party's Patent Security Agreement or Trademark Security Agreement in the form of the respective Exhibit thereto, and (y) at the request of Agent, following the disclosure by Borrowers on any Compliance Certificate of the acquisition by any Credit Party of any rights under a license as a licensee with respect to any registered Intellectual Property or application for the registration of any Intellectual Property owned by another Person (other than "shrink wrap" licenses), Borrowers shall execute any documents requested by Agent to establish, create, preserve, protect and perfect a first priority lien in favor of Agent, to the extent legally possible, in such Borrower's rights under such license and shall use their commercially reasonable best efforts to obtain the written consent of the licensor which such license to the granting in favor of Agent of a Lien on such Borrower's rights as licensee under such license.

(b)          Upon receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of any Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other applicable Financing Document, Borrowers will issue, in lieu thereof, a replacement Note or other applicable Financing Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing Document in the same principal amount thereof and otherwise of like tenor.

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(c)          Upon the formation or acquisition of a new Subsidiary or the formation or creation of any Person as a result of a statutory division of a Credit Party, Borrowers shall (i) pledge, have pledged or cause or have caused to be pledged to Agent pursuant to a pledge agreement in form and substance satisfactory to Agent, all of the outstanding shares of Equity Interests or other Equity Interests of such Person, along with undated stock or equivalent powers for such certificates, executed in blank; (ii) unless Agent shall agree otherwise in writing, cause such Person to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent, acting on behalf of Lenders, a first priority Lien (subject only to Permitted Liens) on all real and personal property of such Person in existence as of such date and in all after acquired property, which first priority Liens are required to be granted pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such Person to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form and substance satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing Documents pursuant to a guaranty and suretyship agreement in form and substance satisfactory to Agent; and (iv) cause such Person to deliver certified copies of such Person's certificate or articles of incorporation, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the Board of Directors or other governing body, approving and authorize the execution and delivery of the Security Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other actions as may be requested by Agent, in each case, in form and substance satisfactory to Agent.

(d)          Upon the request of Agent, Borrowers shall obtain a landlord's agreement or mortgagee agreement, as applicable, from the lessor of each leased property or mortgagee of owned property with respect to any business location where any portion of the Collateral included in or proposed to be included in the Borrowing Base, or the records relating to such Collateral and/or software and equipment relating to such records or Collateral, is stored or located, which agreement or letter shall be reasonably satisfactory in form and substance to Agent.  Borrowers shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location where any Collateral, or any records related thereto, is or may be located.

Section 4.12          Driver Payables.  Borrowers and their Subsidiaries shall pay all Driver Payables before the same become delinquent, except to the extent that the validity thereof shall be the subject of a Permitted Contest or the delinquent amount is immaterial, individually and in the aggregate for all such delinquent amounts.

Section 4.13          Power of Attorney.  Each of the authorized representatives of Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrowers (without requiring any of them to act as such) with full power of substitution to do the following:  (a) endorse the name of Borrowers upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrowers and constitute collections on Borrowers' Accounts; (b) so long as Agent has provided not less than three (3) Business Days' prior written notice to Borrower to perform the same and Borrower has failed to take such action, execute in the name of Borrowers any schedules, assignments, instruments, documents, and

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statements that Borrowers are obligated to give Agent under this Agreement; (c) after the occurrence and during the continuance of an Event of Default, take any action Borrowers are required to take under this Agreement; (d) so long as Agent has provided not less than three (3) Business Days' prior written notice to Borrower to perform the same and Borrower has failed to take such action, do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce any Account or other Collateral or perfect Agent's security interest or Lien in any Collateral; and (e) after the occurrence and during the continuance of an Event of Default, do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce its rights with regard to any Account or other Collateral.  This power of attorney shall be irrevocable and coupled with an interest.

Section 4.14          Borrowing Base Collateral Administration.

(a)          All data and other information relating to Accounts or other intangible Collateral shall at all times be kept by Borrowers, at their respective principal offices and shall not be moved from such locations without (i) providing prior written notice to Agent, and (ii) obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld.

(b)          Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and hereby authorizes Agent, upon Borrowers' failure to send such notices within ten (10) days after the date of this Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person.  Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts.

Section 4.15          Maintenance of Management.  Borrowers will notify Agent promptly in writing of any change in its board of directors or executive officers (it being agreed that timely filing of Form 8-K will constitute such notice).

Section 4.16          Canadian Pension Plans.

(a)          For each existing, or hereafter adopted, Canadian Pension Plan (which, for greater certainty, does not include Canadian Defined Benefit Pension Plans), each Canadian Credit Party will, and will cause each of its Subsidiaries to, in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan (which, for greater certainty, does not include Canadian Defined Benefit Pension Plans) unless any failure to so comply or perform would not reasonably be expected to have a Material Adverse Effect.

(b)          All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan (which, for greater certainty, does not include Canadian Defined Benefit Pension Plans) shall be paid or remitted by each Canadian Credit Party and each Subsidiary of each Canadian Credit Party in a timely fashion in

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accordance with the terms thereof, any funding agreements and all applicable Law, unless any failure to do so would not reasonably be expected to have a Material Adverse Effect.

Section 4.17          Quebec Matters.  Excluding Canadian motor vehicles which are in the process of transporting and which are of a type of collateral that are normally used in more than one jurisdiction, Borrowers shall not permit the Credit Parties (or any one or more of them) to have personal property located in the Province of Quebec at any time or from time to time which when taken together has a fair market value which exceeds the Quebec Personal Property Cap Amount unless and until (i) Borrowers cause all such Credit Parties with personal property/movable property located in the Province of Quebec to deliver to the Agent Quebec governed law security documents in form and substance satisfactory to Agent and the Lenders, (ii) such security documents or notice thereof have been registered against each such applicable Credit Party under the PPSA with the priority required hereunder, (iii) Borrowers have caused all such applicable Credit Parties to deliver to Agent and the Lenders in form and substance satisfactory to Agent and the Lenders (a) officer's certificates and resolutions addressing standard matters and (b) opinion letters from Canadian counsel for such Credit Parties including without limitation from Quebec counsel for such Credit Parties opining as to the enforceability of such Quebec governed law security documents, the grant of a valid Lien thereunder, and all actions having been taken to perfect and/or render opposable against all other Persons the Lien granted thereunder.

Section 4.18          Deferred Prosecution Agreement Payments.  During the term hereof, (a) so long as no Event of Default shall have occurred and be continuing, and (b) contemporaneously with the delivery to Agent and the Lenders of audited annual financial statements pursuant to Section 4.1(c), commencing with the delivery to Agent and the Lenders of the financial statements for the fiscal year ended June 30, 2020, the Borrower Representative shall make (or cause the Credit Parties to make) the payments required under the Deferred Prosecution Agreement in an amount not greater than the greater of (i) twelve and one-half percent (12.5%) of the Excess Cash Flow (as defined in the Term Loan Credit Agreement) of the Borrower Representative and its Subsidiaries for such fiscal year, and (ii) fifty percent (50%) of the Excess Cash Flow of the Borrower Representative and its Subsidiaries for such fiscal year remaining after paying the Term Loan Lenders any mandatory prepayment required to be made under the Term Loan Credit Agreement and permitted hereunder.

ARTICLE 5 - NEGATIVE COVENANTS

Each Borrower agrees that, so long as any Credit Exposure exists:

Section 5.1          Debt; Contingent Obligations.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

Section 5.2          Liens.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for Permitted Liens.

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Section 5.3          Restricted Distributions.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Distribution, except for Permitted Distributions.

Section 5.4          Restrictive Agreements.  No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement (other than the Financing Documents, the Term Loan Documents, any Subordinated Debt Documents and any agreements for purchase money debt and Refinancing Debt permitted under clause (d) of the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents) on the ability of any Subsidiary to:  (i) pay or make Restricted Distributions to any Borrower or any Subsidiary; (ii) pay any Debt owed to any Borrower or any Subsidiary (other than any Subordinated Debt); (iii) make loans or advances to any Borrower or any Subsidiary; or (iv) transfer any of its property or assets to any Borrower or any Subsidiary (other than pursuant to customary restrictions on assignment without notice and/or consent).

Section 5.5          Payments and Modifications of Debt.

(a)          No Borrower will, or will permit any Subsidiary to, directly or indirectly (i) declare, pay, make or set aside any amount for payment in respect of (x) Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement or (y) the Term Loan Debt, except for regularly scheduled payments of the Term Loan Debt required by the terms of the Term Loan Documents and mandatory prepayments of the Term Loan Debt required pursuant to the Term Loan Documents; provided, however, voluntary prepayments in respect of the Term Debt may be made solely to the extent that (x) at the time of such prepayment, no Event of Default has occurred continuing or that would result therefrom, and (y) Borrowers are in compliance with the financial maintenance covenants in Article 6 for the most recently ended Defined Period on a pro forma basis after giving effect to such prepayment as demonstrated on a Compliance Certificate delivered to, and reasonably satisfactory to, Agent, (ii) amend or otherwise modify the terms of (x) any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement or (y) the Term Loan Debt, except for amendments and modifications made in compliance with the Term Loan Intercreditor Agreement, (iii) declare, pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations (hereinafter, "such Debt"), except for payments made in full compliance with and expressly permitted under the subordination provisions applicable thereto, or (iv) amend or otherwise modify the terms of any such Debt referred to in clause (iii) if the effect of such amendment or modification is to (1) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt, (2) accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt, (3) change in a manner adverse to any Credit Party or Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (4) change the prepayment provisions of such Debt or any of the defined terms related thereto, (5) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), or (6) change or amend any other term if such change or amendment would materially increase the

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obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Borrowers, any Subsidiaries, Agents or Lenders.  Borrowers shall, prior to entering into any such amendment or modification, deliver to Agent reasonably in advance of the execution thereof, any final or execution form copy thereof.

(b)          No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify the Deferred Prosecution Agreement in any manner that is adverse to the Credit Parties on a consolidated basis or increases the obligations of such Credit Parties thereunder without the prior written consent of Agent.

Section 5.6          Consolidations, Mergers and Sales of Assets; Change in Control.  No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person or undergo any statutory division, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions.  No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor, other than the sale of Equity Interests or all or substantially all of the assets of Distribution, Inc.

Section 5.7          Purchase of Assets, Investments.  No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

Section 5.8          Transactions with Affiliates.  Except as otherwise disclosed on Schedule 5.8, transactions among Borrowers and their Subsidiaries expressly permitted hereunder, and except for transactions that (a) are disclosed to Agent in advance of being entered into if the annual amount is greater than $1,000,000, and (b) contain terms that are no less favorable to the applicable Borrower or any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party, no Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Borrower.

Section 5.9          Modification of Organizational Documents.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications.

Section 5.10          Modification of Certain Agreements.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Material Contract, which amendment or modification in any case:  (a) is contrary to the terms of this Agreement or any other Financing Document; (b) could reasonably be expected to be adverse in any material respect to the rights, interests or privileges of Agent or Lenders or any Borrower or their ability to enforce the same (it being understood and agreed that any such determination shall be in the discretion of Agent).

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Section 5.11          Conduct of Business.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, engage in any line of business other than those businesses engaged in on the Closing Date and described on Schedule 5.11 and businesses reasonably related thereto.  No Borrower will, or will permit any Subsidiary to, other than in the Ordinary Course of Business, change its normal billing payment and reimbursement policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance charges, fees and write-offs). No Borrower or any of their Subsidiaries shall liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Excluded Entities or Dormant Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than a Borrower) or any of its wholly owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Borrower that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of the Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving.

Section 5.12          Lease Payments.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, incur or assume (whether pursuant to a Guarantee or otherwise) any liability for rental payments except in the Ordinary Course of Business.

Section 5.13          Limitation on Sale and Leaseback Transactions.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into any arrangement with any Person whereby, in a substantially contemporaneous transaction, any Borrower or any Subsidiaries sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset, other than sale/leaseback transactions of equipment consisting of rolling stock.

Section 5.14          Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts.  No Credit Party will, or will permit any Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Credit Party or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.  Credit Parties represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Credit Party as of the Closing Date.  The provisions of this Section requiring Deposit Account Control Agreements shall not apply to Deposit Accounts constituting Excluded Accounts; provided, however, that at all times that any Obligations remain outstanding, Credit Parties shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Section 5.15          Compliance with Anti-Terrorism Laws.  Agent hereby notifies Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Agent's policies and practices, Agent is required to obtain, verify and record certain information and documentation that identifies Borrowers and its principals, which information includes the name and address of

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each Borrower and its principals and such other information that will allow Agent to identify such party in accordance with Anti-Terrorism Laws.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any Material Contracts with any Blocked Person or any Person listed on the OFAC Lists.  Each Borrower shall immediately notify Agent if such Borrower has knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.  No Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

Section 5.16          Agreements Regarding Receivables.  No Borrower may backdate, postdate or redate any of its invoices, other than current redates on rebills in the Ordinary Course of Business.  No Borrower may make any sales on extended dating or credit terms beyond that customary in such Borrower's industry and consented to in advance by Agent.  In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower's learning thereof, in the event any Eligible Account or Eligible Unbilled Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility.  Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent's consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account or Eligible Unbilled Account.  Nothing permitted by this Section 5.16, however, may be construed to alter in any the criteria for Eligible Accounts or Eligible Unbilled Accounts provided in Section 1.1.

Section 5.17          Canadian Pension Plans.  No Credit Party shall:

(a)          establish, sponsor, maintain, contribute or have any liability or obligation under any Canadian Defined Benefit Pension Plan; or

(b)          consummate any transaction that would result in any Person not already a Subsidiary becoming a Subsidiary if such Person sponsors, maintains or contributes or has any liability or obligation under one or more Canadian Defined Benefit Pension Plans, without the prior consent of Agent.

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ARTICLE 6 - FINANCIAL COVENANTS

Section 6.1          Lease Adjusted Net Leverage Ratio.  Borrowers will maintain a Lease Adjusted Net Leverage Ratio for any Defined Period, as tested on quarterly, of not greater than the ratio set below for such Defined Period:

Defined Period Ending Date	Lease Adjusted Net Leverage Ratio
September 30, 2019	12.00 to 1.00
December 31, 2019	9:00 to 1.00
March 31 2020	9.75 to 1.00
June 30, 2020	9.00  to 1.00
September 30, 2020	7.25  to 1.00
December 31, 2020	6.50 to 1.00
March 31 2021	6.25 to 1.00
June 30, 2021	6.00 to 1.00
September 30, 2021	5.50 to 1.00
December 31, 2021	5.00 to 1.00
March 31, 2021	4.75 to 1.00
June 30, 2022	4.50 to 1.00

Section 6.2          Capital Expenditures.  Borrowers and their Subsidiaries will not permit Consolidated Net Capital Expenditures to exceed the amounts set forth in the table below for the periods set forth in the table below opposite such amounts (for any such period, the "Capital Expenditure Limitation"):

Period	Capital Expenditures
Fiscal Year ended June 30, 2020	$299,000,000
Fiscal Year ended June 30, 2021	$87,000,000
Fiscal Year ended June 30, 2022	$50,000,000

provided, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, to the extent Borrowers and their Subsidiaries do not expend the entire Capital Expenditure Limitation in any period set forth above, Borrowers and their Subsidiaries may carry forward up to one hundred percent (100%) of such unused amount to the immediately succeeding period set forth above (the "Carry-Over Amount").  Consolidated Net Capital Expenditures made by Borrowers and their Subsidiaries in any period shall be deemed to reduce first, amount set forth in the table above for such period, and then, the Carry-Over Amount.

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Section 6.3          Fixed Charge Coverage Ratio.  Borrowers and their Subsidiaries will not permit the Fixed Charge Coverage Ratio for any Defined Period, as tested quarterly, to be less than the ratio set below for such Defined Period:

Defined Period Ending Date	Fixed Charge Coverage Ratio
September 30, 2019	0.20 to 1.00
December 31, 2019	0.40 to 1.00
March 31, 2020	0.45 to 1.00
June 30, 2020	0.55 to 1.00
September 30, 2020	0.65 to 1.00
December 31, 2020	0.70 to 1.00
March 31, 2021 and the last day of each fiscal quarter thereafter	0.75 to 1.00

Section 6.4          Minimum Liquidity.  Borrower will not permit Liquidity to be less than the amount set forth opposite the applicable fiscal quarter in the table below at any time during the applicable fiscal quarter:

Fiscal Quarter	Liquidity
September 30, 2019	$10,000,000
December 31, 2019	$12,500,000
March 31, 2020	$12,500,000
June 30, 2020	$12,500,000
September 30, 2020 and each fiscal quarter thereafter	$15,000,000

Section 6.5          Evidence of Compliance.  Borrowers shall furnish to Agent, together with the financial reporting required of Borrowers in Section 4.1 hereof, a Compliance Certificate as evidence of Borrowers' compliance with the covenants in this Article and evidence that no Event of Default specified in this Article has occurred.  The Compliance Certificate shall include, without limitation, (a) a statement and report, on a form approved by Agent, detailing Borrowers' calculations, and (b) if requested by Agent, back-up documentation (including, without limitation, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably require) evidencing the propriety of the calculations.

ARTICLE 7 - CONDITIONS

Section 7.1          Conditions to Closing.  The obligation of each Lender to make the initial Loans, of Agent to issue any Support Agreements on the Closing Date and of any LC Issuer to issue any Lender Letter of Credit on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or

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its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion:

(a)          evidence of the consummation of the transactions (other than the funding of the Loan and the closing of any acquisition for which the proceeds of the Loan are purchase money) contemplated by the Operative Documents including, without limitation, the funding of any and all investments contemplated by the Operative Documents to have occurred prior to the date hereof;

(b)          the payment of all fees, expenses and other amounts due and payable under each Financing Document;

(c)          since December 31, 2018, the absence of any material adverse change in any aspect of the business, operations, properties, prospects or condition (financial or otherwise) of the Credit Parties on a consolidated basis, or any event or condition which could reasonably be expected to have a Material Adverse Effect, other than entering into the Deferred Prosecution Agreement and related SEC settlement, the disposition of the "Logistics" and "A&S" business lines, and the amendments to the Borrowers' revolving credit agreement prior to the Closing Date;

(d)          the receipt of the initial Borrowing Base Certificate, prepared as of the Closing Date;

(e)          Agent's receipt of (i) fully executed copies of the Term Loan Documents, in form and substance reasonably satisfactory to Agent, and (ii) the Term Loan Intercreditor Agreement, in form and substance satisfactory to Agent; and

(f)          Evidence that Borrowers have Excess Availability of at least $10,000,000; and

(g)          all of the Existing Debt has been (or concurrently herewith is) either (i) assigned to the Term Loan Agent and the Term Loan Lenders and evidenced by the Term Loan Documents, or (ii) extinguished, such that after giving effect to the Term Loan Documents and related assignment documents, no obligations, liability or Debt is owing under the Existing Credit Agreement and all of the Existing Debt is evidenced by the Term Loan Documents.

Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or Lenders, as applicable, on the Closing Date.

Section 7.2          Conditions to Each Loan, Support Agreement and Lender Letter of Credit.  The obligation of Lenders to make a Loan (other than Revolving Loans made pursuant to Section 2.5(c)) or an advance in respect of any Loan, of Agent to issue any Support Agreement or of any LC Issuer to issue any Lender Letter of Credit (including on the Closing Date) is subject to the satisfaction of the following additional conditions:

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(a)          in the case of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate, in the case of any Support Agreement or Lender Letter of Credit, receipt by Agent of a Notice of LC Credit Event in accordance with Section 2.5(a);

(b)          the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit;

(c)          the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;

(d)          the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;

(e)          the fact that no Material Adverse Effect on the condition (financial or otherwise), properties, business, prospects, or operations of the Credit Parties on a consolidated basis shall have occurred and be continuing since the date of this Agreement; and

(f)          in the case of any Revolving Loan Borrowing on or prior to August 28, 2019, evidence that Borrowers have Excess Availability of at least $8,000,000 after giving effect to such Revolving Loan Borrowing.

Each giving of a Notice of LC Credit Event hereunder, each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date).

Section 7.3          Searches.  Before the Closing Date, and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform, all at Borrowers' expense, the searches described in clauses (a), (b), (c) and (d) below against Borrowers and any other Credit Party, the results of which are to be consistent with Borrowers' representations and warranties under this Agreement and the satisfactory results of which shall be a condition precedent to all advances of Loan proceeds, all issuances of Lender Letters of Credit and all undertakings in respect of Support Agreements:  (a) UCC searches with the Secretary of State of the jurisdiction in which the applicable Person is organized; (b) PPSA and Bank Act (Canada) searches in each jurisdiction in which the applicable Person is organized or maintains Collateral;  (c) judgment, pending litigation, execution, bankruptcy, intellectual property, federal Tax lien, personal property Tax lien, and corporate and partnership Tax lien searches, in each jurisdiction searched under clause (a) and (b) above; and (d) searches of applicable corporate, limited liability company, partnership and related records to confirm the continued existence,

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organization and good standing of the applicable Person and the exact legal name under which such Person is organized.

Section 7.4          Post-Closing Requirements.  Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

ARTICLE 8 -  [RESERVED]

ARTICLE 9 - SECURITY AGREEMENT

Section 9.1          Generally.  As security for the payment and performance of the Obligations and without limiting any other grant of a Lien and security interest in any Security Document, each Credit Party hereby assigns and grants to Agent, for the benefit of itself and Lenders, a continuing first priority Lien (subject only to Permitted Liens) on and security interest in, upon, and to the personal property set forth on Schedule 9.1 attached hereto and made a part hereof.

Section 9.2          Representations and Warranties and Covenants Relating to Collateral.

(a)          Schedule 9.2 sets forth (i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries, and (ii) all of the addresses (including all warehouses) at which any of the Collateral included in the Borrowing Base is located and/or books and records of Borrowers regarding any of the Collateral are kept, which such Schedule 9.2 indicates in each case which Borrower(s) have such Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Borrowers, indicates the nature of such location (e.g., leased business location operated by a Borrower, third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

(b)          Without limiting the generality of Section 3.2, except as indicated on Schedule 3.19 with respect to any rights of any Borrower as a licensee under any license of Intellectual Property owned by another Person, and except for the filing of financing statements under the UCC and PPSA, and the matters identified on Schedule 7.4, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent of any other Person is required for (i) the grant by each Borrower to Agent of the security interests and Liens in the Collateral provided for under this Agreement and the other Security Documents (if any), or (ii) the exercise by Agent of its rights and remedies with respect to the Collateral provided for under this Agreement and the other Security Documents or under any applicable Law, including the UCC and PPSA and neither any such grant of Liens in favor of Agent or exercise of rights by Agent shall violate or cause a default under any agreement between any Borrower and any other Person relating to any such collateral, including any license to which a Borrower is a party, whether as licensor or licensee, with respect to any Intellectual Property, whether owned by such Borrower or any other Person.

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(c)          Except as disclosed in the information certificate delivered to Agent on the Closing Date, as of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC or the PPSA, as applicable), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than Equity Interests in any Subsidiaries of such Borrower disclosed on Schedule 3.4) and Borrowers shall give notice to Agent promptly (but in any event not later than the delivery by Borrowers of the next Compliance Certificate required pursuant to Section 4.1 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property.  No Person other than Agent or (if applicable) any Lender has "control" (as defined in Article 9 of the UCC or the STA, as applicable) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper constituting Collateral (except for (i) such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained or (ii) pursuant to the Term Loan Documents, subject to the Term Loan Intercreditor Agreement).

(d)          Borrowers shall not, and shall not permit any Credit Party to, take any of the following actions or make any of the following changes unless Borrowers have given at least thirty (30) days prior written notice to Agent of Borrowers' intention to take any such action (which such written notice shall include an updated version of any Schedule impacted by such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral:  (i) change the legal name or organizational identification number of any Borrower as it appears in official filings in the jurisdiction of its organization, (ii) change the jurisdiction of incorporation or formation of any Borrower or Credit Party or allow any Borrower or Credit Party to designate any jurisdiction as an additional jurisdiction of incorporation for such Borrower or Credit Party, or change the type of entity that it is, or (iii) change its chief executive office, principal place of business, or the location of its records concerning the Collateral or move any Collateral to or place any Collateral on any location that is not then listed on the Schedules and/or establish any business location at any location that is not then listed on the Schedules.

(e)          Borrowers shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the Ordinary Course of Business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loan Outstandings) without the prior written consent of Agent.  Without limiting the generality of this Agreement or any other provisions of any of the Financing Documents relating to the rights of Agent after the occurrence and during the continuance of an Event of Default, Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to:  (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.

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(f)          Without limiting the generality of Sections 9.2(c) and 9.2(e), and subject to the terms of the Term Loan Intercreditor Agreement:

(i)     Borrowers shall deliver to Agent all tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent.  Borrowers shall provide Agent with "control" (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Agent identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC.  Borrowers also shall deliver to Agent all security agreements securing any such Chattel Paper and securing any such Instruments.  Borrowers will mark conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Agent, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents.  Borrowers shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts and Securities Accounts of Borrowers.

(ii)     Borrowers shall deliver to Agent all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent.  Borrowers shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time, to cause Agent to obtain exclusive "control" (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Agent.

(iii)    Borrowers shall promptly advise Agent upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Agent such documents as Agent shall request to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort claim.

(iv)    Except for Accounts in an aggregate amount of $100,000, no Accounts or other Collateral that constitute Eligible Accounts or Eligible Unbilled Accounts shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers' agents or processors without prior written notice to Agent and the receipt by Agent, if Agent has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Agent prior to the commencement of such possession or control.  Borrower has notified Agent that Inventory is currently located at the locations set forth on Schedule 9.2.  Borrowers shall,

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upon the request of Agent, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents, instruct such Person to hold all such Collateral for Agent's account subject to Agent's instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Agent's benefit.

(v)       Borrowers shall cause all equipment and other tangible Personal Property constituting Collateral other than Inventory to be maintained and preserved in reasonable operating condition, ordinary wear and tear, damage and destruction excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end.  Upon request of Agent during the continuation of any Event of Default, Borrower will cause Agent to be named as a second lienholder on any certificate of title or other evidence of ownership of rolling stock Collateral; provided, however, if at any time Term Loan Agent requires any Credit Party to list Term Loan Agent as the first lienholder on any certificate of title, the Credit Parties shall, to the extent the relevant jurisdiction permits listing two lienholders on such certificate of title, list Agent thereon as a second lienholder at such time.

(vi)     Each Borrower hereby authorizes Agent to file without the signature of such Borrower one or more UCC and PPSA financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the "secured party" and such Borrower as the "debtor" and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication of the collateral covered by any such financing statement as "all assets" of such Borrower now owned or hereafter acquired), in such jurisdictions as Agent from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral.  Each Borrower also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(vii)     As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Agent in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law.  Upon the request of Agent, Borrowers shall take such steps as may be necessary or desirable, or that Agent may request, to comply with any such applicable Law.

(viii)     Borrowers shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral and any other information,

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reports or evidence concerning the Collateral as Agent may reasonably request from time to time.

ARTICLE 10 - EVENTS OF DEFAULT

Section 10.1          Events of Default.  For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation of law or otherwise, shall constitute an "Event of Default":

(a)          (i) any Borrower shall fail to pay when due any principal, interest, premium or fee under any Financing Document or any other amount payable under any Financing Document, (ii) there shall occur any default in the performance of or compliance with any of the following sections of this Agreement:  Section 2.11, Section 4.2(b), Section 4.4(c), Section 4.6 and Article 5, or (iii) there shall occur any default in the performance of or compliance with Section 4.1 and/or Article 6 of this Agreement and Borrower Representative has received written notice from Agent or Required Lenders of such default;

(b)          any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document (other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied by the Credit Party or waived by Agent within fifteen (15) days after the earlier of (i) receipt by Borrower Representative of notice from Agent or Required Lenders of such default, or (ii) actual knowledge of any Borrower or any other Credit Party of such default;

(c)          any representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document or in any certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect (or in any material respect if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) when made (or deemed made);

(d)          (i) failure of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt (other than the Loans) or in respect of any Swap Contract, or the occurrence of any other breach, default, condition or event with respect to any Debt (other than (i) the Loans or (ii) defaults relating to the failure of any Credit Party to provide audited financial statements to any party under any Equipment financing or lease agreement existing on the Closing Date and other technical defaults that do not materially impact the Credit Party's ability to perform its obligations under such agreement and so long as the applicable equipment financing provider or lessor has not threatened to pursue, nor is pursuing, remedies against any Credit Party (including, without limitation, repossessing the applicable equipment or initiating legal proceedings) or in respect of any Swap Contract, if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such Debt, or the counterparty under any such Swap Contract, to cause, (A) Debt or other liabilities having an individual principal amount in excess of $500,000 (or any amount, solely with respect to Swap Contracts) or having an aggregate principal amount in excess of $500,000 (or any amount, solely with respect to Swap Contracts) or (B) the Term Loan Debt, in each case, to

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become or be declared due prior to its stated maturity, or (ii) the occurrence of any breach or default under any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations or the occurrence of any event requiring the prepayment of any Subordinated Debt;

(e)          any Credit Party or any Subsidiary of a Borrower shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any Insolvency Law now or hereafter in effect or seeking the appointment of a trustee, receiver, interim receiver, receiver-manager, liquidator, custodian, monitor or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(f)          an involuntary case or other proceeding shall be commenced against any Credit Party or any Subsidiary of a Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under Insolvency Law now or hereafter in effect or seeking the appointment of a trustee, receiver, interim receiver, receiver-manager, liquidator, custodian, monitor or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five (45) days; or an order for relief shall be entered against any Credit Party under any Insolvency Law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other relief from, or stay of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such Credit Party or Subsidiary;

(g)          (i) institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $500,000, (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 403(k) of the Code, or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $500,000, or (iv) with respect to a Canadian Pension Plan any Lien arises (except for contribution amounts not yet due) in connection with such Canadian Pension Plan which would reasonably be expected to have a Material Adverse Effect;

(h)          one or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has not denied coverage) aggregating in excess of $500,000 shall be rendered against any or all Credit Parties and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders, or

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(ii) there shall be any period of twenty (20) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect;

(i)          any Lien created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;

(j)          the institution by any Governmental Authority of criminal proceedings against any Credit Party;

(k)          a default or event of default occurs under any Guarantee of any portion of the Obligations;

(l)          any Borrower makes any payment on account of any Debt that has been subordinated to any of the Obligations, other than payments specifically permitted by the terms of such subordination;

(m)          the occurrence of any fact, event or circumstance that results in a Material Adverse Effect, if such default shall have continued unremedied for a period of ten (10) days after written notice from Agent;

(n)          there shall occur any breach or default under (i) the Deferred Prosecution Agreement or (ii) Borrower Representative's consent to a final judgment with the SEC entered into April 24, 2019 if the result of such breach or default of the consent to final judgment with SEC is to permit the SEC to institute an enforcement action or similar legal remedy against Borrowers;

(o)          (i) Holdings engages in any material business activity other than (A) its ownership of the Equity Interests of its Subsidiaries and activities incidental thereto, (B) the entry into, and the performance of its obligations with respect to, the Operative Documents or documentation relating to other Debt permitted to be incurred hereunder and other agreements contemplated hereby and thereby, (C) the payment of Permitted Distributions, the issuance of its Equity Interests, the Guarantee of Debt permitted to be incurred hereunder by a Credit Party, (D) maintaining deposit accounts in connection with the conduct of its business, and paying taxes and other customary obligations in the ordinary course of business; and (E) complying with applicable Law and activities incidental to the foregoing, or (ii) any Dormant Subsidiary (x) engages in any material business activity, (y) owns any assets (other than de minis assets), or (z) guarantees or otherwise becomes obligated in respect of any Debt, or grants a security interest to collateral any Debt, including the Term Loan Debt;

(p)          any non-monetary judgment or order shall be rendered against any Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(q)          any Borrower or any of their Subsidiaries (other than the Dormant Subsidiaries and Excluded Entities) is enjoined, restrained or in any way prevented by the order

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of any court or any Governmental Authority from conducting, or otherwise ceases to conduct for any reason whatsoever, all or any material part of its business for more than 15 days;

(r)          any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than 15 consecutive days, the cessation or substantial curtailment of revenue-producing activities at any facility of any Borrower of any of their Subsidiaries, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect;

(s)          the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrowers or any of their Subsidiaries, if such loss, suspension, revocation or failure to renew could reasonably be expected to have a Material Adverse Effect;

(t)          the indictment of any Borrower or any of their Subsidiaries, or any senior officer thereof, under any criminal statute, or commencement, or threatened commencement, of criminal or civil proceedings against any Borrower or any of their  Subsidiaries, or any senior officer thereof, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture to any Governmental Authority of any material portion of the property of a Credit Party; or

(u)          (i) any of the Obligations for any reason shall cease to be "Senior Debt" or "Designated Senior Debt" (or any comparable terms) under, and as defined in, the documents evidencing or governing any Subordinated Debt, (ii) any Debt other than the Obligations and the obligations under the Term Loan Credit Agreement shall constitute "Designated Senior Debt" (or any comparable term) under, and as defined in, the documents evidencing or governing any Subordinated Debt, or (iii) any of the subordination provisions of the documents evidencing or governing any Subordinated Debt shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt.

Notwithstanding the foregoing, if a Credit Party fails to comply with any same provision of this Agreement two (2) times in any twelve (12) month period and Agent has given to Borrower Representative in connection with each such failure any notice to which Borrowers would be entitled under this Section before such failure could become an Event of Default, then all subsequent failures by a Credit Party to comply with such provision of this Agreement shall effect an immediate Event of Default (without the expiration of any applicable cure period) with respect to all subsequent failures by a Credit Party to comply with such provision of this Agreement, and Agent thereupon may exercise any remedy set forth in this Article 10 without affording Borrowers any opportunity to cure such Event of Default.

All cure periods provided for in this Section 10.1 shall run concurrently with any cure period provided for in any applicable Financing Documents under which the default occurred.

Section 10.2          Acceleration and Suspension or Termination of Revolving Loan Commitment.  Upon the occurrence and during the continuance of an Event of Default, Agent

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may, and shall if requested by Required Lenders, (a) by notice to Borrower Representative suspend or terminate the Revolving Loan Commitment and the obligations of Agent and Lenders with respect thereto, in whole or in part (and, if in part, each Lender's Revolving Loan Commitment shall be reduced in accordance with its Pro Rata Share), and/or (b) by notice to Borrower Representative declare all or any portion of the Obligations to be, and the Obligations shall thereupon become, immediately due and payable, with accrued interest thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and Borrowers will pay the same; provided, however, that in the case of any of the Events of Default specified in Section 10.1(e) or 10.1(f) above, without any notice to any Borrower or any other act by Agent or Lenders, the Revolving Loan Commitment and the obligations of Agent and Lenders with respect thereto shall thereupon immediately and automatically terminate and all of the Obligations shall become immediately and automatically due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and Borrowers will pay the same.

Section 10.3          Remedies.

(a)           Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC and PPSA in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

(i)      the right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process;

(ii)     the right to (by its own means or with judicial assistance) enter any of Borrowers' premises and take possession of the Collateral, or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection (iii) below and to take possession of Borrowers' original books and records, to obtain access to Borrowers' data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Borrowers shall not resist or interfere with such action (if Borrowers' books and records are prepared or maintained by an accounting service, contractor or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent's instructions with respect to further services to be rendered);

(iii)    the right to require Borrowers at Borrowers' expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Lender;

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(iv)    the right to notify postal authorities to change the address for delivery of Borrowers' mail to an address designated by Agent and to receive, open and dispose of all mail addressed to any Borrower; and/or

(v)     the right to enforce Borrowers' rights against Account Debtors and other obligors, including, without limitation, (i) the right to collect Accounts directly in Agent's own name (as agent for Lenders) and to charge the collection costs and expenses, including attorneys' fees, to Borrowers, and (ii) the right, in the name of Agent or any designee of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Borrowers' compliance with applicable Laws.  Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process.  Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers' affairs, all of which contacts Borrowers hereby irrevocably authorize.

(b)          Each Borrower agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition.  If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrowers.  At any sale or disposition of Collateral, Agent may (to the extent permitted by applicable law) purchase all or any part of the Collateral, free from any right of redemption by Borrowers, which right is hereby waived and released.  Each Borrower covenants and agrees not to interfere with or impose any obstacle to Agent's exercise of its rights and remedies with respect to the Collateral.  Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale.  Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.  Agent may sell the Collateral without giving any warranties as to the Collateral.  Agent may specifically disclaim any warranties of title or the like.  This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.  If Agent sells any of the Collateral upon credit, Borrowers will be credited only with payments actually made by the purchaser, received by Agent and applied to the indebtedness of the purchaser.  In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and Borrowers shall be credited with the proceeds of the sale. Borrowers shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations.

(c)          Without restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Revolving Loan Commitments, (ii) pay, settle or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Borrower and to prosecute and defend all actions or proceedings in connection

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with the Collateral, and (iv) do any and every act which such Borrower might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c) shall be a power coupled with an interest and cannot be revoked.

(d)          Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers' labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent's exercise of its rights under this Article, Borrowers' rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent's and each Lender's benefit.

Section 10.4          Cash Collateral.  If (a) any Event of Default specified in Section 10.1(e) or 10.1(f) shall occur, (b) the Obligations shall have otherwise been accelerated pursuant to Section 10.2, or (c) the Revolving Loan Commitment and the obligations of Agent and Lenders with respect thereto shall have been terminated pursuant to Section 10.2, then without any request or the taking of any other action by Agent or Lenders, Borrowers shall immediately comply with the provisions of Section 2.5(e) with respect to the deposit of cash collateral to secure the existing Letter of Credit Liability and future payment of related fees.

Section 10.5          Default Rate of Interest.  At the election of Agent or Required Lenders, after the occurrence of an Event of Default and for so long as it continues, (a) the Loans and other Obligations shall bear interest at rates that are three percent (3.0%) per annum in excess of the rates otherwise payable under this Agreement, and (b) the fee described in Section 2.5(b) shall increase by a rate that is three percent (3.0%) in excess of the rate otherwise payable under such Section; provided, however, that in the case of any Event of Default specified in Section 10.1(e) or 10.1(f) above, such default rates shall apply immediately and automatically without the need for any election or action of any kind on the part of Agent or any Lender.

Section 10.6          Setoff Rights.  During the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender's Affiliates at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent.  Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender's Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations.  Each Borrower agrees, to the fullest extent permitted by law, that any Lender and any of such Lender's Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.

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Section 10.7          Application of Proceeds.

(a)          Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.

(b)          Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.

(c)          Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order:  first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts.  Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct.  In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Section 10.8          Waivers.

(a)          Except as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each Borrower waives:  (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all Financing Documents, any notes, commercial paper, accounts, contracts, documents, Instruments, Chattel Paper and Guarantees at any time held by Lenders on which any Borrower may in any way be liable, and hereby ratifies and confirms whatever Lenders may do in this

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regard; (ii) all rights to notice and a hearing prior to Agent's or any Lender's taking possession or control of, or to Agent's or any Lender's replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior to allowing Agent or any Lender to exercise any of its remedies; and (iii) the benefit of all valuation, appraisal and exemption Laws.  Each Borrower acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement, the other Financing Documents and the transactions evidenced hereby and thereby.

(b)          Each Borrower for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Borrower, endorsers, guarantors, or sureties, or whether primarily or secondarily liable, without notice to any other Borrower and without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other Borrower, Agent or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted by law, expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

(c)          To the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by Agent or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent may at any time after such acquiescence require Borrowers to comply with all such requirements.  Any forbearance by Agent or Lender in exercising any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Obligations or as a reinstatement of the Loans or a waiver of such right of acceleration or the right to insist upon strict compliance of the terms of the Financing Documents.  Agent's or any Lender's acceptance of payment of any sum secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent's and such Lender's right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment.  The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the result of an Event of Default shall not be a waiver of Agent's right to accelerate the maturity of the Loans, nor shall Agent's receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party's default in payment of sums secured by any of the Financing Documents.

(d)          Without limiting the generality of anything contained in this Agreement or the other Financing Documents, each Borrower agrees that if an Event of Default is continuing (i) Agent and Lenders shall not be subject to any "one action" or "election of remedies" law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent or Lenders shall remain in full force and effect until Agent or Lenders have exhausted all remedies against the

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Collateral and any other properties owned by Borrowers and the Financing Documents and other security instruments or agreements securing the Loans have been foreclosed, sold and/or otherwise realized upon in satisfaction of Borrowers' obligations under the Financing Documents.

(e)          Nothing contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of the Collateral for the satisfaction of any of Borrowers' obligations under the Financing Documents in preference or priority to any other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of Borrowers' obligations under the Financing Documents.  In addition, Agent shall have the right from time to time to partially foreclose upon any Collateral in any manner and for any amounts secured by the Financing Documents then due and payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances:  (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose all or any part of the Collateral to recover so much of the principal balance of the Loans as Lender may accelerate and such other sums secured by one or more of the Financing Documents as Agent may elect.  Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Financing Documents to secure payment of sums secured by the Financing Documents and not previously recovered.

(f)          To the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Collateral any equitable right otherwise available to any Credit Party which would require the separate sale of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateral before proceeding against any other part of the Collateral; and further in the event of such foreclosure each Borrower does hereby expressly consent to and authorize, at the option of Agent, the foreclosure and sale either separately or together of each part of the Collateral.

Section 10.9          Injunctive Relief.  The parties acknowledge and agree that, in the event of a breach or threatened breach of any Credit Party's obligations under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management and collection procedure described herein.  However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened breach of any provision of this Agreement.  Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting of any bond in connection with such injunctive relief.  By joining in the Financing Documents as a Credit Party, each Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by such Credit Party.

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Section 10.10          Marshalling; Payments Set Aside.  Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations.  To the extent that Borrower makes any payment or Agent enforces its Liens or Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred.

ARTICLE 11 - AGENT

Section 11.1          Appointment and Authorization.  Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto.  Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders.  The provisions of this Article 11 are solely for the benefit of Agent and Lenders and neither any Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof.  In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party.  Agent may perform any of its duties hereunder, or under the Financing Documents, by or through its agents, servicers, trustees, investment managers or employees.

Without limiting the powers of the Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes the Agent and, to the extent necessary, ratifies the appointment and authorization of the Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the "Attorney"), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec.  The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and Credit Parties.  Any person who becomes a Lender shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Attorney in such capacity.  The substitution of the

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Agent pursuant to the provisions of this Section 11 also constitute the substitution of the Attorney.

Section 11.2          Agent and Affiliates.  Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Credit Party or Affiliate of any Credit Party as if it were not Agent hereunder.

Section 11.3          Action by Agent.  The duties of Agent shall be mechanical and administrative in nature.  Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender.  Nothing in this Agreement or any of the Financing Documents is intended to or shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the Financing Documents except as expressly set forth herein or therein.

Section 11.4          Consultation with Experts.  Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 11.5          Liability of Agent.  Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction.  Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Financing Document; (c) the satisfaction of any condition specified in any Financing Document; (d) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party.  Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.  Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Section 11.6          Indemnification.  Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Borrowers) upon demand against any

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cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder.  If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished.

Section 11.7          Right to Request and Act on Instructions.  Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Financing Documents until it shall have received such instructions from Required Lenders or all or such other portion of Lenders as shall be prescribed by this Agreement.  Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of Required Lenders (or all or such other portion of Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion of Lenders), Agent shall have no obligation to take any action if it believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 11.6.

Section 11.8          Credit Decision.  Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Financing Documents.

Section 11.9          Collateral Matters.  Lenders irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent under any Security Document (i) upon termination of the Loan Commitment and payment in full of all Obligations, and, to the extent required by Agent in its sole discretion, the expiration, termination or cash collateralization (to the satisfaction of Agent) of all Swap Contracts secured, in whole or in part, by any Collateral; or (ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and (b) subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of "Permitted Liens".  Upon request by Agent at any

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time, Lenders will confirm Agent's authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9.

Section 11.10          Agency for Perfection.  Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent's security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control.  Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor, shall deliver such assets to Agent or in accordance with Agent's instructions or transfer control to Agent in accordance with Agent's instructions.  Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loan unless instructed to do so by Agent (or consented to by Agent), it being understood and agreed that such rights and remedies may be exercised only by Agent.

Section 11.11          Notice of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default".  Agent will notify each Lender of its receipt of any such notice.  Agent shall take such action with respect to such Default or Event of Default as may be requested by Required Lenders (or all or such other portion of Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof.  Unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interests of Lenders.

Section 11.12          Assignment by Agent; Resignation of Agent; Successor Agent.

(a)          Agent may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender, or (ii) any Person to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) 50% or more of its Loan, in each case without the consent of Lenders or Borrowers.  Following any such assignment, Agent shall give notice to Lenders and Borrowers.  An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.

(b)          Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to Lenders and Borrowers.  Upon receipt of any such notice of resignation, Required Lenders shall have the right to appoint a successor Agent.  If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrowers and Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be

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discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph.

(c)          Upon (i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor's appointment as Agent pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor.  After the retiring Agent's resignation hereunder and under the other Financing Documents, the provisions of this Article and Section 11.12 shall continue in effect for the benefit of such retiring Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting or was continuing to act as Agent.

Section 11.13          Payment and Sharing of Payment.

(a)          Revolving Loan Advances, Payments and Settlements; Interest and Fee Payments.

(i)     Agent shall have the right, on behalf of Revolving Lenders to disburse funds to Borrowers for all Revolving Loans requested or deemed requested by Borrowers pursuant to the terms of this Agreement.  Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Revolving Lender, other than any Non-Funding Lenders, will fund its Pro Rata Share of all Revolving Loans requested by Borrowers.  Each Revolving Lender shall reimburse Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by Agent pursuant to the first sentence of this clause (i), or if Agent so requests, each Revolving Lender will remit to Agent its Pro Rata Share of any Revolving Loan before Agent disburses the same to a Borrower.  If Agent elects to require that each Revolving Lender make funds available to Agent, prior to a disbursement by Agent to a Borrower, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender's Pro Rata Share of the Revolving Loan requested by such Borrower no later than noon (Eastern time) on the date of funding of such Revolving Loan, and each such Revolving Lender shall pay Agent on such date such Revolving Lender's Pro Rata Share of such requested Revolving Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by Agent to Revolving Lenders from time to time.  If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after Agent's demand, Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Agent.  Any repayment required by Borrowers pursuant to this Section 11.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to a Borrower to but excluding the date of payment at the rate

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of interest then applicable to Revolving Loans.  Nothing in this Section 11.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder.

(ii)     On a Business Day of each week as selected from time to time by Agent, or more frequently (including daily), if Agent so elects (each such day being a "Settlement Date"), Agent will advise each Revolving Lender by telephone, facsimile or e-mail of the amount of each such Revolving Lender's percentage interest of the Revolving Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date.  In the event that payments are necessary to adjust the amount of such Revolving Lender's actual percentage interest of the Revolving Loans to such Lender's required percentage interest of the Revolving Loan balance as of any Settlement Date, the Revolving Lender from which such payment is due shall pay Agent, without setoff or discount, to the Payment Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment.  Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever.  In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(iii)    On each Settlement Date, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender's percentage interest of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan, to the extent of such Revolving Lender's Revolving Loan Exposure with respect thereto, and shall make payment to such Revolving Lender before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Revolving Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, however, that, in the case such Revolving Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender's respective share of all payments received from any Borrower.

(iv)    On the Closing Date, Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender's commitment to make its Pro Rata Share of such Loans to Borrowers in a timely manner on such date.  If Agent elects to advance the initial Loans to Borrower in such manner, Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender's Pro Rata Share of such Loans unless Agent receives such Lender's Pro Rata Share of such Loans before 3:00 p.m. (Eastern time) on the Closing Date.

(v)    It is understood that for purposes of advances to Borrowers made pursuant to this Section 11.13, Agent will be using the funds of Agent, and pending

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settlement, (A) all funds transferred from the Payment Account to the outstanding Revolving Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 11.13, and (B) all interest accruing on such advances shall be payable to Agent.

(vi)   The provisions of this Section 11.13(a) shall be deemed to be binding upon Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Credit Party.

(b)          [Reserved].

(c)          Return of Payments.

(i)      If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from a Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

(ii)      If Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Financing Document, Agent will not be required to distribute any portion thereof to any Lender.  In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction of any kind.

(d)          Defaulted Lenders.  The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender of its obligations to make payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted Lender to make any payment required hereunder.  Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a "Lender" (or be included in the calculation of "Required Lenders" hereunder) for any voting or consent rights under or with respect to any Financing Document.

(e)          Sharing of Payments.  If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share of payments entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders such participations in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that if all or any portion of the excess payment or other recovery is thereafter

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required to be returned or otherwise recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery, without interest.  Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this clause (e) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.6) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation).  If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this clause (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this clause (e) to share in the benefits of any recovery on such secured claim.

Section 11.14          Right to Perform, Preserve and Protect.  If any Credit Party fails to perform any obligation hereunder or under any other Financing Document, Agent itself may, but shall not be obligated to, cause such obligation to be performed at Borrowers' expense.  Agent is further authorized by Borrowers and Lenders to make expenditures from time to time which Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve or protect the business conducted by Borrowers, the Collateral, or any portion thereof, and/or (b) enhance the likelihood of, or maximize the amount of, repayment of the Loan and other Obligations.  Each Borrower hereby agrees to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14.  Each Lender hereby agrees to indemnify Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14, in accordance with the provisions of Section 11.6.

Section 11.15          Additional Titled Agents.  Except for rights and powers, if any, expressly reserved under this Agreement to any bookrunner, arranger or to any titled agent named on the cover page of this Agreement, other than Agent (collectively, the "Additional Titled Agents"), and except for obligations, liabilities, duties and responsibilities, if any, expressly assumed under this Agreement by any Additional Titled Agent, no Additional Titled Agent, in such capacity, has any rights, powers, liabilities, duties or responsibilities hereunder or under any of the other Financing Documents.  Without limiting the foregoing, no Additional Titled Agent shall have nor be deemed to have a fiduciary relationship with any Lender.  At any time that any Lender serving as an Additional Titled Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loan, such Lender shall be deemed to have concurrently resigned as such Additional Titled Agent.

Section 11.16          Amendments and Waivers.

(a)          No provision of this Agreement or any other Financing Document may be materially amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved by Borrowers, the Required Lenders and any other Lender to the extent required under Section 11.16(b); provided, however, that Agent shall be entitled, in its sole and absolute discretion, to provide its written consent to a proposed Swap Contract, in each case without the consent of any other Lender.

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(b)          In addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved by the following Persons:

(i)    if any amendment, waiver or other modification would increase a Lender's Revolving Loan Commitment, by such Lender; and/or

(ii)    if the rights or duties of Agent or LC Issuer are affected thereby, by Agent and LC Issuer, as the case may be;

provided, however, that, in each of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed or otherwise approved in writing by all Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Loan or Reimbursement Obligation or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Loan or Reimbursement Obligation; (B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to Section 2.1(b)(ii)) of principal of any Loan or of any Reimbursement Obligation, or of interest on any Loan or Reimbursement Obligation (other than default interest) or any fees provided for hereunder (other than late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the definition of the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release all or substantially all of the Collateral, authorize any Borrower to sell or otherwise dispose of all or substantially all of the Collateral or release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer by any Credit Party of any of its rights and obligations under any Financing Document or release any Borrower of its payment obligations under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions Pro Rata Share, Revolving Loan Commitment, Revolving Loan Commitment Amount, Revolving Loan Commitment Percentage, or that provide for Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder.  It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F) and (G) of the preceding sentence.

Section 11.17          Assignments and Participations.

(a)          Assignments.

(i)     Any Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender's Loan together with all related obligations of such Lender hereunder, with the prior written consent (such consent not be unreasonably

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withheld or delayed) of Borrower Representative; provided that no consent of Borrower Representative shall be required (A) if an Event of Default has occurred and is continuing, (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender or Approved Fund, or (C) in connection with an assignment by a Lender of all or a material portion of the business or loan portfolio of such Lender to an investment company, fund or similar entity that is engaged in making, purchasing, holding or otherwise investing in commercial loans in the Ordinary Course of Business; provided further, that Borrower Representative shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within ten (10) Business Days after having received notice thereof.  Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a "Trade Date" is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor's entire interests in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above.  Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the assigning Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous assignments to two or more related Approved Funds.

(ii)      From and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to Section 12.1).  Upon the request of the Eligible Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal amount of the Eligible Assignee's Loan (and, as applicable, Notes in the principal amount of that portion of the principal amount of the Loan retained by the assigning Lender).  Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower Representative any prior Note held by it.

(iii)     Agent, acting solely for this purpose as an agent of each Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amount and stated interest of the Loan owing to, such Lender pursuant to the terms hereof.  The entries in such register shall be conclusive, and Borrower, Agent and Lenders may treat each

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Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. No assignment shall be effective unless recorded in such register.  Such register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Agent.  The parties intend that the register be maintained such that the Loans are in "registered form" for the purposes of the Code.

(iv)       Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(v)       Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writing from time to time to Lenders by Agent (the "Settlement Service").  At any time when Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.17(a).  Each assigning Lender and proposed Eligible Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loan pursuant to the Settlement Service.  With the prior written approval of Agent, Agent's approval of such Eligible Assignee shall be deemed to have been automatically granted with respect to any transfer effected through the Settlement Service.  Assignments and assumptions of the Loan shall be effected by the provisions otherwise set forth herein until Agent notifies Lenders of the Settlement Service as set forth herein.

(b)          Participations.  Any Lender may at any time, without the consent of, or notice to, any Borrower or Agent, sell to one or more Persons (other than any Borrower or any Borrower's Affiliates) participating interests in its Loan, commitments or other interests hereunder (any such Person, a "Participant").  In the event of a sale by a Lender of a participating interest to a Participant, (i) such Lender's obligations hereunder shall remain unchanged for all purposes, (ii) Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder, and (iii) all amounts payable by each Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender; provided each participant shall be entitled to payments under Section 2.8 as if such participant were a Lender if such participant complies with Section 2.8(c) as if it were a Lender accepting an interest in a Loan through an assignment.  Each Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, however, that such right of set-off shall be subject to the obligation of each

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Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 11.5. Each Lender that sells a participation shall, acting solely for this  purpose as an agent of Borrowers maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the Obligations (each, a "Participant Register"). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register shall be available for inspection by Borrowers and Agent at any reasonable time upon reasonable prior notice to the applicable Lender; provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Financing Document) to any Person (including Borrowers) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code including Section 5f.103-1(c) of the United States Treasury Regulations.  For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a participant register.

(c)          Replacement of Lenders.  Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional costs as provided in Section 2.8(d), which demand shall not have been revoked, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a) or 2.8(b), (iii) any Lender is a Defaulted Lender, and the circumstances causing such status shall not have been cured or waived; or (iv) any failure by any Lender to consent to a requested amendment, waiver or modification to any Financing Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender, or each Lender affected thereby, is required with respect thereto (each relevant Lender in the foregoing clauses (i) through (iv) being an "Affected Lender") each of Borrower Representative and Agent may, at its option, notify such Affected Lender and, in the case of Borrowers' election, Agent, of such Person's intention to obtain, at Borrowers' expense, a replacement Lender ("Replacement Lender") for such Lender, which Replacement Lender shall be an Eligible Assignee and, in the event the Replacement Lender is to replace an Affected Lender described in the preceding clause (iv), such Replacement Lender consents to the requested amendment, waiver or modification making the replaced Lender an Affected Lender.  In the event Borrowers or Agent, as applicable, obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender shall sell, at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender in accordance with the procedures set forth in Section 11.17(a); provided, however, that (A) Borrowers shall have reimbursed such Lender for its increased costs and additional payments for which it is entitled to reimbursement under Section 2.8(a) through (h), as applicable, of this Agreement through the date of such sale and assignment, and (B) Borrowers shall pay to Agent the $3,500 processing fee in respect of such assignment.  In the event that a replaced Lender does not execute an Assignment Agreement pursuant to Section 11.17(a) within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 11.17(c) and presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 11.17(c), such replaced Lender shall be deemed to have consented to the terms of such Assignment Agreement, and any such Assignment Agreement executed by Agent, the Replacement Lender and, to the extent required pursuant to Section 11.17(a), Borrowers, shall be effective for purposes of this Section 11.17(c) and Section 11.17(a).  Upon any such

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assignment and payment, such replaced Lender shall no longer constitute a "Lender" for purposes hereof, other than with respect to such rights and obligations that survive termination as set forth in Section 12.1.

(d)          Credit Party Assignments.  No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder or under any other Financing Document without the prior written consent of Agent and each Lender.

Section 11.18          Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist.  So long as Agent has not waived the conditions to the funding of Revolving Loans set forth in Section 7.2, any Lender may deliver a notice to Agent stating that such Lender shall cease making Revolving Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2, and specifying any such non-satisfied conditions.  Any Lender delivering any such notice shall become a non-funding Lender (a "Non-Funding Lender") for purposes of this Agreement commencing on the Business Day following receipt by Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness of such notice or acknowledged in writing to each of Agent the satisfaction of the condition(s) specified in such notice, or Required Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender.  Each Non-Funding Lender shall remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has Revolving Loan Outstandings in excess of $0; provided, however, that during any period of time that any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall apply:

(a)          For purposes of determining the Pro Rata Share of each Revolving Lender under clause (c) of the definition of such term, each Non-Funding Lender shall be deemed to have a Revolving Loan Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.

(b)          Except as provided in clause (a) above, the Revolving Loan Commitment Amount of each Non-Funding Lender shall be deemed to be $0.

(c)          The Revolving Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate Revolving Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate Revolving Loan Outstandings of all Non-Funding Lenders as of such date.

(d)          [Reserved].

(e)          Agent shall have no right to make or disburse Revolving Loans for the account of any Non-Funding Lender pursuant to Section 2.1(b)(i) to pay interest, fees, expenses and other charges of any Credit Party, other than reimbursement obligations that have arisen pursuant to Section 2.5(c) in respect of Letters of Credit issued at the time such Non-Funding Lender was not then a Non-Funding Lender.

(f)          Agent shall have no right to (i) make or disburse Revolving Loans as provided in Section 2.1(b)(i) for the account of any Revolving Lender that was a Non-Funding Lender at the time of issuance of any Letter of Credit for which funding or reimbursement

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obligations have arisen pursuant to Section 2.5(c), or (ii) assume that any Revolving Lender that was a Non-Funding Lender at the time of issuance of such Letter of Credit will fund any portion of the Revolving Loans to be funded pursuant to Section 2.5(c) in respect of such Letter of Credit.  In addition, no Revolving Lender that was a Non-Funding Lender at the time of issuance of any Letter of Credit for which funding or reimbursement obligations have arisen pursuant to Section 2.5(c), shall have an obligation to fund any portion of the Revolving Loans to be funded pursuant to Section 2.5(c) in respect to such Letter of Credit, or to make any payment to Agent or the LC Issuer, as applicable, under Section 2.5(f)(ii) in respect of such Letter of Credit, or be deemed to have purchased any interest or participation in such Letter of Credit from Agent or the LC Issuer, as applicable, under Section 2.5(f)(i).

(g)          To the extent that Agent applies proceeds of Collateral or other payments received by Agent to repayment of Revolving Loans pursuant to Section 10.7, such payments and proceeds shall be applied first in respect of Revolving Loans made at the time any Non-Funding Lenders exist, and second in respect of all other outstanding Revolving Loans.

Section 11.19          Buy-Out Upon Refinancing.  MCF shall have the right to purchase from the other Lenders all of their respective interests in the Loan at par in connection with any refinancing of the Loan upon one or more new economic terms, but which refinancing is structured as an amendment and restatement of the Loan rather than a payoff of the Loan.

Section 11.20          Subordination Agreements.  Each Lender by its execution of this Agreement or any Assignment Agreement, hereby authorizes and instructs Agent to enter into, any take the actions provided in, each Subordination Agreement.

ARTICLE 12 - MISCELLANEOUS

Section 12.1          Survival.  All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents.  The provisions of Section 2.8 and Articles 11 and 12 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.

Section 12.2          No Waivers.  No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  Any reference in any Financing Document to the "continuing" nature of any Event of Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordance with the terms of the applicable Financing Documents.

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Section 12.3          Notices.

(a)          All notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and shall be given to such party at its address, facsimile number or e-mail address set forth on the signature pages hereof (or, in the case of any such Lender who becomes a Lender after the date hereof, in an assignment agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment) or at such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to Agent and Borrower Representative; provided, however, that notices, requests or other communications shall be permitted by electronic means only in accordance with the provisions of Section 12.3(b) and (c).  Each such notice, request or other communication shall be effective (i) if given by facsimile, when such notice is transmitted to the facsimile number specified by this Section and the sender receives a confirmation of transmission from the sending facsimile machine, or (ii) if given by mail, prepaid overnight courier or any other means, when received or when receipt is refused at the applicable address specified by this Section 12.3(a).

(b)          Notices and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that the foregoing shall not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of receiving notices by electronic communication.  Agent or Borrower Representative may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided, however, that approval of such procedures may be limited to particular notices or communications.

(c)          Unless Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor, provided, however, that if any such notice or other communication is not sent or posted during normal business hours, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.

Section 12.4          Severability.  In case any provision of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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Section 12.5          Headings.  Headings and captions used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included for convenience of reference only and shall not be given any substantive effect.

Section 12.6          Confidentiality.

(a)          Each Credit Party agrees not to transmit or disclose provisions of any Financing Document to any Person (other than to Borrowers' advisors and officers on a need-to-know basis or as otherwise may be required by Law (including as required by the SEC)) without Agent's prior written consent.

(b)          Agent and each Lender shall hold all non-public information regarding the Credit Parties and their respective businesses identified as such by Borrowers and obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person's customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, (ii) to prospective transferees or purchasers of any interest in the Loans, Agent or a Lender, and to prospective contractual counterparties (or the professional advisors thereto) in Swap Contracts permitted hereby, provided, however, that any such Persons are bound by obligations of confidentiality, (iii) as required by Law, subpoena, judicial order or similar order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person, and (v) to a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, noteholder or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization. For the purposes of this Section, "Securitization" shall mean (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Loans.  Confidential information shall include only such information identified as such at the time provided to Agent and shall not include information that either:  (y) is in the public domain, or becomes part of the public domain after disclosure to such Person through no fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided, however, Agent does not have actual knowledge that such Person is prohibited from disclosing such information.  The obligations of Agent and Lenders under this Section 12.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.

Section 12.7          Waiver of Consequential and Other Damages.  To the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee (as defined below), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or

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other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.

Section 12.8          GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a)          THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

(b)          EACH BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MONTGOMERY, STATE OF MARYLAND AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

(c)          Each Borrower, Agent and each Lender agree that each Loan (including those made on the Closing Date) shall be deemed to be made in, and the transactions contemplated hereunder and in any other Financing Document shall be deemed to have been performed in, the State of Maryland.

Section 12.9          WAIVER OF JURY TRIAL.

(a)          EACH BORROWER, AGENT AND LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.  EACH BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL

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COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

Section 12.10          Publication; Advertisement.

(a)          Publication. No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as required by Law (including as required by the SEC), subpoena or judicial or similar order, in which case the applicable Credit Party shall give Agent prior written notice of such publication or other disclosure, or (ii) with MCF's prior written consent.

(b)          Advertisement.  Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount of credit extended under each facility, the title and role of each party to this Agreement, and the total amount of the financing evidenced hereby in any "tombstone", comparable advertisement or press release which MCF elects to submit for publication.  In addition, each Lender and each Credit Party agrees that MCF may provide lending industry trade organizations with information necessary and customary for inclusion in league table measurements after the Closing Date.  With respect to any of the foregoing, MCF shall provide Borrowers with an opportunity to review and confer with MCF regarding the contents of any such tombstone, advertisement or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to time, publish such information in any media form desired by MCF, until such time that Borrowers shall have requested MCF cease any such further publication.

Section 12.11          Counterparts; Integration.  This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto.  This Agreement and the other Financing Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

Section 12.12          No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

Section 12.13          Lender Approvals.  Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with respect to any matter that is the subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders in their sole and absolute discretion and credit judgment.

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Section 12.14          Expenses; Indemnity.

(a)          Borrowers hereby agree to promptly pay (i) all costs and expenses of Agent (including, without limitation, the fees, costs and expenses of counsel to, and independent appraisers and consultants retained by Agent) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC, PPSA, Bank Act (Canada), searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with the creation, perfection and maintenance of Liens pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with Agent's reservation of funds in anticipation of the funding of the initial Loans to be made hereunder; and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating to any Financing Document and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a party thereto.  If Agent or any Lender uses in-house counsel for any of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed.  Clause (a) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, expenses, claims, damages, etc. arising from any non-Tax claim.

(b)          Each Borrower hereby agrees to indemnify, pay and hold harmless Agent and Lenders and the officers, directors, employees, trustees, agents, investment advisors and investment managers, collateral managers, servicers, and counsel of Agent and Lenders (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other

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Operative Documents (including (i) (A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by Borrower, any Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property, or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of Borrower or any Subsidiary, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans and Letters of Credit, except that Borrower shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.  To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.  Clause (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, expenses, claims, damages, etc. arising from any non-Tax claim.

(c)          Notwithstanding any contrary provision in this Agreement, the obligations of Borrowers under this Section 12.14 shall survive the payment in full of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWERS OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Section 12.15          [Reserved].

Section 12.16          Reinstatement.  This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed by or against any Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed for all or any significant part of any Credit Party's assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable transaction or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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Section 12.17          Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of Borrowers and Agent and each Lender and their respective successors and permitted assigns.

Section 12.18          USA PATRIOT Act Notification.  Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies Borrowers, which information includes the name and address of Borrower and such other information that will allow Agent or such Lender, as applicable, to identify Borrowers in accordance with the USA PATRIOT Act.

Section 12.19          Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)          the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)          the effects of any Bail-In Action on any such liability, including, if applicable:

(i)     a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Financing Document; or

(iii)   the variation of the terms of such liability  in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 12.20          Intercreditor Agreement.  Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to the subordination of Liens provided for in the Term Loan Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Term Loan Intercreditor Agreement, and (c) authorizes and instructs Agent to enter into the Term Loan Intercreditor Agreement as Agent on behalf of each Lender.  Agent and each Lender hereby agrees that the terms, conditions and provisions contained in this Agreement are subject to the Term Loan Intercreditor Agreement and, in the event of a conflict between the terms of the Term Loan Intercreditor Agreement and this Agreement, the terms of the Term Loan Intercreditor Agreement shall govern and control.

Section 12.21          Judgment Currency.  If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Financing Document in one

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currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.  The obligation of each Borrower in respect of any such sum due from it to Agent or any Lender hereunder or under the other Financing Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so purchased is less than the sum originally due to Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Agent or such Lender, as the case may be, against such loss.  If the amount of the Agreement Currency so purchased is greater than the sum originally due to Agent or any Lender in such currency, Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section 12.22          Canadian Anti-Money Laundering Legislation.

(a)          Each Credit Party acknowledges that, pursuant to the Anti-Terrorism Laws and other applicable anti-money laundering, anti-terrorist financing, government sanction and "know your client" Laws (collectively, including any guidelines or orders thereunder, "AML Legislation"), the Lenders may be required to obtain, verify and record information regarding the Canadian Credit Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Canadian Credit Parties, and the transactions contemplated hereby.  Each Credit Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or any prospective assignee or participant of a Lender or Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b)          If Agent has ascertained the identity of any Credit Party or any authorized signatories of the Canadian Credit Parties for the purposes of applicable AML Legislation, then Agent:

(i)    shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a "written agreement" in such regard between each Lender and Agent within the meaning of the applicable AML Legislation; and

(ii)   shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that neither Agent nor any other agent has any obligation to ascertain the identity of the Canadian Credit Parties or any authorized signatories of the Canadian Credit

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Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Canadian Credit Party or any such authorized signatory in doing so.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

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IN WITNESS WHEREOF, intending to be legally bound, and intending that this Agreement constitute an agreement executed under seal, each of the parties have caused this Agreement to be executed under seal the day and year first above mentioned.

BORROWERS:	CELADON GROUP, INC., a Delaware corporation
	By:	/s/ Chase Welsh
	Name:	Chase Welsh
	Title:	Secretary
	CELADON E-COMMERCE, INC., a Delaware corporation
	By:	/s/ Chase Welsh
	Name:	Chase Welsh
	Title:	Secretary
	CELADON TRUCKING SERVICES, INC., a Delaware corporation
	By:	/s/ Chase Welsh
	Name:	Chase Welsh
	Title:	Secretary
	CELADON REALTY, LLC, a Delaware limited liability company
	By:	/s/ Chase Welsh
	Name:	Chase Welsh
	Title:	Secretary

Signature Page to Credit and Security Agreement

OSBORN TRANSPORTATION, INC., an Alabama corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
BEE LINE, INC., an Ohio corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
DISTRIBUTION, INC., an Oregon corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
QUALITY COMPANIES LLC, an Indiana limited liability company
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
QUALITY EQUIPMENT LEASING, LLC, a Delaware limited liability company
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

Signature Page to Credit and Security Agreement

QUALITY INSURANCE, LLC, an Indiana limited liability company
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON LOGISTICS SERVICES, INC., a Delaware corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
EAGLE LOGISTICS SERVICES INC., an Indiana corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
VORBAS, LLC, an Ohio corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON CANADIAN HOLDINGS, LIMITED, an Ontario corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

Signature Page to Credit and Security Agreement

HYNDMAN TRANSPORT LIMITED, an Ontario corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
TAYLOR EXPRESS, INC., an North Carolina corporation
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

Address for Borrowers:Celadon Group, Inc.9503 East 33rd StreetIndianapolis, Indiana  46235Attn:  General CounselFacsimile:  (317) 890-9414Email: cwelsh@celadontrucking.com

Signature Page to Credit and Security Agreement

AGENT:	MIDCAP FINANCIAL TRUST
	By:	Apollo Capital Management, L.P., its investment manager
	By:	Apollo Capital Management GP, LLC, its general partner
	By:	/s/ Maurice Amsellem
	Name:	Maurice Amsellem
	Title:	Authorized Signer

Address:c/o MidCap Financial Services, LLC, as servicer7255 Woodmont Avenue, Suite 200Bethesda, Maryland 20814Attn:  Account Manager for Celadon transactionFacsimile:  301-941-1450

Copying, for notice purposes only:c/o MidCap Financial Services, LLC, as servicer7255 Woodmont Avenue, Suite 200Bethesda, Maryland 20814Attn:  General CounselFacsimile:  301-941-1450

Payment Account DesignationWells Fargo Bank, N.A. (McLean, VA)ABA #:  121-000-248Account Name: MidCap Funding X Trust- CollectionsAccount #:  [*]Attention: ______________________________         

Signature Page to Credit and Security Agreement

LENDER:	MIDCAP FINANCIAL TRUST
	By:	Apollo Capital Management, L.P., its investment manager
	By:	Apollo Capital Management GP, LLC, its general partner
	By:	/s/ Maurice Amsellem
	Name:	Maurice Amsellem
	Title:	Authorized Signer

Address:c/o MidCap Financial Services, LLC, as servicer7255 Woodmont Avenue, Suite 200Bethesda, Maryland 20814Attn:  Account Manager for Celadon transactionFacsimile:  301-941-1450

Signature Page to Credit and Security Agreement

ANNEX A TO CREDIT AGREEMENT (COMMITMENT ANNEX)

Lender	Revolving Loan Commitment Amount	Revolving Loan Commitment Percentage
MidCap Financial Trust	$60,000,000	100%
TOTALS	$60,000,000	100%

EXHIBIT A TO CREDIT AGREEMENT (RESERVED)

EXHIBIT B TO CREDIT AGREEMENT (COMPLIANCE CERTIFICATE)

COMPLIANCE CERTIFICATE

Date:  __________, 20__

This Compliance Certificate is given by _____________________, a Responsible Officer of Celadon Group, Inc., a Delaware corporation (the "Borrower Representative"), pursuant to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the Subsidiaries of Borrower Representative party thereto as Borrowers and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby certifies to Agent and Lenders that:

(a)          the financial statements delivered with this certificate in accordance with Section 4.1 of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrowers and their Consolidated Subsidiaries as of the dates and the accounting period covered by such financial statements;

(b)          the representations and warranties of each Credit Party contained in the Financing Documents are true, correct and complete in all material respects on and as of the date hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(c)          I have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of Borrowers and their Consolidated Subsidiaries during the accounting period covered by such financial statements and such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrowers have taken, are undertaking and propose to take with respect thereto;

(d)          except as noted on Schedule 2 attached hereto, the Credit Agreement contains a complete and accurate list of all business locations of Borrowers and Guarantors and all names under which Borrowers and Guarantors currently conduct business; Schedule 2 specifically notes any changes in the names under which any Borrower or Guarantor conduct business;

Exhibit B - 1

(e)          except as noted on Schedule 3 attached hereto, the undersigned has no knowledge of (i) any federal or state tax liens having been filed against any Borrower, Guarantor or any Collateral or (ii) any failure of any Borrower or Guarantors to make required payments of withholding or other tax obligations of any Borrower or Guarantors during the accounting period to which the attached statements pertain or any subsequent period.

(f)          Schedule 5.14 to the Credit Agreement contains a complete and accurate statement of all deposit accounts and investment accounts maintained by Borrowers and Guarantors;

(g)          except as noted on Schedule 4 attached hereto and Schedule 3.6 to the Credit Agreement, the undersigned has no knowledge of any current, pending or threatened:  (i) litigation against any Borrower or Guarantor that reasonably could be expected to result in liability to the Credit Parties or any of their Subsidiaries in excess of $500,000 or, in the case of litigation resulting from potential automobile liability arising in the Ordinary Course of Business, $1,000,000; (ii) inquiries, investigations or proceedings concerning the business affairs, practices, licensing or reimbursement entitlements of any Borrower or Guarantor; or (iii) any default by any Borrower or Guarantor under any Material Contract to which it is a party.

(h)          except as noted on Schedule 5 attached hereto, no Borrower or Guarantor has acquired, by purchase, by the approval or granting of any application for registration (whether or not such application was previously disclosed to Agent by Borrowers) or otherwise, any Intellectual Property that is registered with any United States or foreign Governmental Authority, or has filed with any such United States or foreign Governmental Authority, any new application for the registration of any Intellectual Property, or acquired rights under a license as a licensee with respect to any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person (other than pursuant to any "shrink wrap" license), that has not previously been reported to Agent on Schedule 3.17 to the Credit Agreement or any Schedule 5 to any previous Compliance Certificate delivered by Borrower Representative to Agent.

(i)          except as noted on Schedule 6 attached hereto, no Borrower or Guarantor has acquired, by purchase or otherwise, any Chattel Paper, Letter of Credit Rights, Instruments, Documents or Investment Property that has not previously been reported to Agent on any Schedule 6 to any previous Compliance Certificate delivered by Borrower Representative to Agent.

(j)          except as noted on Schedule 7 attached hereto, no Borrower or Guarantor is aware of any commercial tort claim that has not previously been reported to Agent on any Schedule 7 to any previous Compliance Certificate delivered by Borrower Representative to Agent.

(k)          Borrowers and Guarantors (if any) are in compliance with the covenants contained in Article 6 of the Credit Agreement, and in any Guarantee constituting a part of the Financing Documents, as demonstrated by the calculation of such covenants below, except as set forth below; in determining such compliance, the following calculations have been made:  [See attached worksheets].  Such calculations and the certifications contained therein are true, correct and complete.

Exhibit B - 2

The foregoing certifications and computations are made as of ________________, 20__ (end of month) and as of _____________, 20__.

Sincerely,

CELADON GROUP, INC., as Borrower Representative

By:

Name:

Title:

Exhibit B - 3

Calculation of Financial Covenants for Compliance Certificate

EXHIBIT C TO CREDIT AGREEMENT (BORROWING BASE CERTIFICATE)

EXHIBIT D TO CREDIT AGREEMENT (NOTICE OF BORROWING)

NOTICE OF BORROWING

This Notice of Borrowing is given by _____________________, a Responsible Officer of Celadon Group, Inc., a Delaware corporation (the "Borrower Representative"), pursuant to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the Subsidiaries of Borrower Representative party thereto as Borrowers and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby gives notice to Agent of Borrower Representative's request to on _______________, 20__ borrow $_______________ of Loans on __________, 20__.  Attached is a Borrowing Base Certificate complying in all respects with the Credit Agreement and confirming that, after giving effect to the requested advance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit.

The undersigned officer hereby certifies that, both before and after giving effect to the request above (a) each of the conditions precedent set forth in Section 7.2 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and the other Financing Documents are true, correct and complete as of the date hereof, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete as of such earlier date, and (c) no Default or Event of Default has occurred and is continuing on the date hereof.

IN WITNESS WHEREOF, the undersigned officer has executed and delivered this Notice of Borrowing this ____ day of ___________, 20__.

Sincerely,

CELADON GROUP, INC., as Borrower Representative

By:

Name:

Title:

EXHIBIT F-1 TO CREDIT AGREEMENT (FORM OF U.S. TAX COMPLIANCE CERTIFICATE)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the other Borrowers listed therein and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Pursuant to the provisions of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]
By:
Name:
Title:
Date:	________ __, 20[  ]

EXHIBIT F-2 TO CREDIT AGREEMENT (FORM OF U.S. TAX COMPLIANCE CERTIFICATE)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the other Borrowers listed therein and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Pursuant to the provisions of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	________ __, 20[  ]

EXHIBIT F-3 TO CREDIT AGREEMENT (FORM OF U.S. TAX COMPLIANCE CERTIFICATE)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the other Borrowers listed therein and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Pursuant to the provisions of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]
By:
Name:
Title:
Date:	________ __, 20[  ]

EXHIBIT F-4 TO CREDIT AGREEMENT (FORM OF U.S. TAX COMPLIANCE CERTIFICATE)

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit and Security Agreement dated as of July 31, 2019 among the Borrower Representative, the other Borrowers listed therein and any additional Borrower that may hereafter be added thereto (collectively, "Borrowers"), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

Pursuant to the provisions of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Financing Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]
By:
Name:
Title:
Date:	________ __, 20[  ]

Exhibit F-2 - 2

Schedule 3.1 – Existence, Organizational ID Numbers, Foreign Qualification, Prior Names;

Borrower Prior Names Type of Entity / State of Formation States Qualified State Org. ID Number Federal Tax ID Number Place of Business / Address

Schedule 3.1

Existence, Organizational ID Numbers, Foreign Qualification, Prior Names

Loan Party	DBA Name of Project (N/A except where indicated)	Type of Entity	Jurisdiction of Formation	Org. ID Number	Federal Tax ID Number	Principal Place of Business / Address of Project	Other Names Used in Past 5 Years (N/A except where indicated)
1. Celadon Group, Inc.		Corporation	Delaware	2097062	13-3361050	9503 East 33rd Street, Indianapolis, IN 46235
2. CELADON TRUCKING SERVICES, INC.		Corporation	New Jersey	0100259094	13-3276138
3. Celadon Logistics Services, Inc.		Corporation	Delaware	4068818	20-3820834
4. Quality Equipment Leasing, LLC	Quality Equipment Sales (active - Indiana)	Limited Liability Company	Delaware	4301898	32-0232403
5. OSBORN TRANSPORTATION, INC.	Osborn Local and Dedicated	Corporation	Alabama	032-666	63-0657467
6. CELADON CANADIAN HOLDINGS, LIMITED		Corporation	Ontario, Canada	002373004	81-4852539
7. HYNDMAN TRANSPORT LIMITED		Corporation	Ontario, Canada	1924493	98-0083249		Hyndman Holdings Inc.; Hyndman Transport (1972) Limited; Amalgamation with Celadon Canada, Inc., 1674149 Ontario Ltd. (prior name), 737389 Ontario Limited   (prior name)
8. Celadon Realty, LLC		Limited Liability Company	Delaware	5122024	45-4952559
9. Distributions, Inc.	FTL; FTL, Inc.	Corporation	Oregon	720206-89	93-1280488
10. EAGLE LOGISTICS SERVICES INC.		Corporation	Indiana	2014090400114	47-1747667

11. QUALITY COMPANIES LLC	Limited Liability Company	Indiana	2010031800633	27-2174073
12. TAYLOR EXPRESS, INC.	Corporation	North Carolina	0202455	56-1549779
13. Vorbas, LLC	Limited Liability Company	Ohio	1667967	20-8078936
14. QUALITY INSURANCE LLC	Limited Liability Company	Indiana	2009120301468	27-1417248
15. Celadon E-Commerce, Inc.	Corporation	Delaware	3173414	35-2112711
16. Bee Line, Inc.	Corporation	Ohio	531113	34-1698532

Entity Name	Material Foreign Qualifications
1. Celadon Group, Inc.	IN PA
2. Celadon Trucking Services, Inc.	IN TX
3.Celadon Realty, LLC	IN
4. Celadon Logistics Services, Inc.	IN TX
5. Quality Companies LLC	None
6. Quality Equipment Leasing, LLC	IN
7.Quality Insurance LLC	None
8.Eagle Logistics Services Inc.	None
9. Osborn Transportation, Inc.	None
10. Taylor Express, Inc.	None
11.Distribution, Inc.	None
12. Bee Line, Inc.	None
13. Celadon Canadian Holdings, Limited	None
14. Hyndman Transport Limited	None
15. Celadon Mexicana, S.A. de C.V.	None
16. Servicios de Transportación Jaguar, S.A. de C.V.	None
17. Jaguar Logistics, S.A. de C.V.	None
18. Transportation Insurance Services Risk Retention Group, Inc.	None
19. Celadon International Corporation	None
20.  Celadon Driving Academy, LLC	None
21. Celadon E-Commerce, Inc.	IN
22.  Vorbas, LLC	None
23.  Servicios Corporativos Jaguar, S.C.	None
24.  Leasing Servicios, S.A. de C.V.	None

Schedule 3.4

Capitalization

Holder	Credit Party	Classof Equity of Subsidiary	Equity Certificate Nos.	Par Value	Amount of Equity Interests Authorized	Amount of Equity Interests Issued and Outstanding	Percentage ofOutstanding Equity Held
Celadon Group, Inc., a Delaware corporation	Celadon Trucking Services, Inc., a New Jersey corporation	Common Shares	11	No Par	200	200	100%
Celadon Group, Inc., a Delaware corporation	Celadon Realty, LLC, a Delaware limited liability company	LLC Membership Interest	N/A	N/A	N/A	N/A	100%
Celadon Group, Inc., a Delaware corporation	Celadon E-Commerce, Inc., a Delaware corporation	Common Shares	1	No Par	1,500	1,000	100%
Celadon Trucking Services, Inc.	Celadon Canadian Holdings, Limited, an Ontario corporation	Common Shares; Class A Special Shares	3; 2-AS	No Par	Unlimited number of Common Shares; 1,000,000 Class A Special Shares	100 Common Shares; 1,000,000 Class A Special Shares	100%

Holder	Credit Party	ClassofEquity of Subsidiary	EquityCertificate Nos.	ParValue	Amount ofEquity Interests Authorized	Amount ofEquity Interests Issued and Outstanding	Percentage ofOutstandingEquity Held
Celadon Trucking Services, Inc., a New Jersey corporation	Bee Line, Inc., an Ohio corporation	Common Stock	7	No Par	500	400	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Vorbas, LLC, an Ohio limited liability company	Membership Interests	N/A	N/A	N/A	N/A	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Celadon Logistics Services, Inc., a Delaware corporation	Common Stock	1	$0.01	100	100	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Taylor Express, Inc., a North Carolina corporation	Common Stock	2	$1.00	100,000	25,000	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Osborn Transportation, Inc., an Alabama corporation	Common Voting Stock; Class A Common Non-Voting Stock	4	$100.00	2,500 Common Voting Stock 22,500 Class A Common Non-Voting Stock	2,365 (Common Voting Stock)	100%

Holder	Credit Party	ClassofEquity of Subsidiary	EquityCertificate Nos.	ParValue	Amount ofEquity Interests Authorized	Amount ofEquity Interests Issued and Outstanding	Percentage ofOutstandingEquity Held
Celadon Trucking Services, Inc., a New Jersey corporation	Eagle Logistics Services Inc., an Indiana corporation	Common Stock	1	No Par	100	100	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Quality Companies LLC, an Indiana limited liability company	LLC Membership Interest	N/A	N/A	N/A	N/A	100%
Celadon Trucking Services, Inc., a New Jersey corporation	Distribution, Inc., an Oregon corporation	Common Stock	2	No Par	10,000	10,000	100%
Quality Companies LLC	Quality Insurance LLC, an Indiana limited liability company	Membership Interests	N/A	N/A	N/A	N/A	100%

Holder	Credit Party	ClassofEquity of Subsidiary	EquityCertificate Nos.	ParValue	Amount ofEquity Interests Authorized	Amount ofEquity Interests Issued and Outstanding	Percentage ofOutstandingEquity Held
Quality Companies LLC, an Indiana limited liability company	Quality Equipment Leasing, LLC, a Delaware limited liability company	LLC Membership Interest	N/A	N/A	N/A	N/A	100%
Celadon Canadian Holdings, Limited, an Ontario corporation	Hyndman Transport Limited, an Ontario corporation	Class A Common Shares	1-AC	No Par	Unlimited number of Class A Common and Special Shares, Class B Common and Special Shares, and Class C Common and Special Shares	100 (Class A Common)	100%

Celadon Group, Inc. (“CGI”) is a publicly traded company with 40,000,000 shares of Common Stock authorized, 179,985 shares of Preferred Stock authorized, and approximately 30,080,888 shares of its common stock outstanding as of July 15, 2019, including 558,951 shares of unvested restricted stock.  CGI has the following agreements with respect to its equity:

· Warrants, as in effect on the Closing Date

· Obligation to issue common stock with an aggregate value of $1 million to Transportation Enterprise Leasing LLC , which has since been modified by oral agreement to require the issuance of one million (1,000,000) shares of common stock to Transportation Enterprise Leasing LLC (in lieu of the $1 million grant), pursuant to Consulting Agreement dated April 16, 2019, as in effect on the Closing Date. The obligation to issue one million (1,000,000) shares of common stock (in lieu of the $1 million grant) will be documented post-Closing.

· Obligation to issue up to 650,000 shares of common stock, as of July 15, 2019, in respect of outstanding employee stock awards, subject to the terms of the applicable award agreements.

              ● Section 382 Tax Benefits Preservation Plan dated as of August 9, 2018, as in effect on the Closing Date

Schedule 3.6

Litigation

LITIGATION SCHEDULE

Case Name	Case Description	Jurisdiction/Court	Procedural Status	Covered by Insurance
Vitale v. Celadon	I/C drivers domiciled in California alleging misclassification.	CA/State	Reached a settlement for $500,000; waiting for court approval	No
McCoy v. Celadon	Company drivers alleging wage deduction and wage payment violations.	IN/State	Complaint and Answer filed; Agreed to participate in mediation; Waiting on demand for plaintiff for approximately 1.5 years.	Yes
Tango Transport Bankruptcy	Alleging damages related to Celadon's asset purchase of Tango Transport. Claimed damages include driver bonuses due under the asset purchase agreement and conversion of trailers.	TX/Federal	Currently stayed	No
Fleet Truck Sales v. Celadon & Quality	FTS (Werner) filed suit against Celadon and Quality for breach of contract and corresponding damages.	NE/Federal	Plaintiff demanded $5,531,276 in their amended complaint. We asserted that the liquidated damage provision ($166,000) in the purchase agreement is	No

			enforceable. The Court granted our MSJ. Plaintiff has now filed an appeal with the 8th Circuit. Both parties have filed briefs.
Sheryl Ray et al v. CTSI & Myron Wilson	Claim No. ZA-00007199; Loss Date: 12/16/2016; Loss State: IL; Description: Icy conditions. V2 pulled to shoulder with hazards. V1 slid on ice and struck V2.	IL/Federal	[*] Mediation scheduled for 8/1/2019.  Trial set to begin on 8/19/2019.	Yes
Lonnie Butler v. Abner Albarez-Carballo & CTSI	Claim No. ZA-00008046; Loss Date: 2/21/2017; Loss State: AR; Description: Client Driver - fatal	TX/State	Settled for $1,525,000. File to be closed upon remittance of settlement amount.	Yes
Not in Litigation	Claim No.ZA-00013207; Loss Date: 2/12/2018; Loss State: WI; Description: There was an unexpected fog on a clear day. V1 slowed because two vehicles in front had stopped due to another accident. V1 was unable to stop and struck V2.	N/A	No suit filed yet. No demand received. Resolution does not appear to be imminent.	Yes
Dean & Christine Mason v. A&S Services Group, CTSI & Johnny Washington	Claim No. ZA-00002369; Loss Date: 8/5/2015; Loss State: SC; Description:V1 lost dual tires off tractor.  Tires bounced into oncoming traffic causing collision.	SC/State	No demand received. Resolution does not appear to be imminent.	Yes
Evelina Harris & Winthrop Carrie v. CTSI, Taylor	Claim No. ZA-00008704; Loss Date:4/10/2017; Loss State: LA;	LA/Federal	Trial likely to be continued. Plaintiffs are	Yes

Express & Marvin Register Description:V1 changed lanes and struck V2.  currently subject to investigation for staging multiple accidents (including this case). [*]

Schedule 3.13

Taxes

· Overdue excise taxes on equipment sales as further described in that certain Excise Tax Examination Changes and Consent to Assessment and Collection form dated July 16, 2019.  Overdue amount does not exceed $2,500,000 plus interest.  No penalties were assessed.

Schedule 3.14

Compliance with ERISA

· Matters addressed in the Voluntary Correction Program submitted to the IRS on or about January 18, 2019.  The Credit Parties' liability does not exceed $40,000.

Schedule 3.17

Material Contracts

· Term Loan Documents

· Financing Documents

· Deferred Prosecution Agreement

· That certain Cash Collateral and Letter of Credit Reimbursement Agreement dated as of the Closing Date by and between Celadon Group, Inc. as borrower thereunder, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A. in its capacity as L/C Issuer.

Schedule 3.18

Environmental Compliance

None.

Schedule 3.19

Intellectual Property

Owner	Mark	US Registration Date	US Registration #	Date Filed in US	US Serial Number
Celadon Group, Inc.	CELADON and Design	06/28/2016	4987683	10/14/2015	86787857
Celadon Trucking Services, Inc.	LAND SPAN LOGISTICS and Design	08/06/2002	2604244	04/10/2001	76238568
Celadon Trucking Services, Inc.	LAND SPAN, INC.	01/26/1988	1474526	06/15/1987	73666394

Schedule 4.4

Insurance

Effective Date	Expiration date	Policy number	Company	(Pure) Premium	Taxes & Fees	Limits	Deductible
07/01/19	07/01/20	ISAH25298238	Ace American Ins Co.	$37,500.00	$                    -	$ 1,000,000	$ 1,000,000
07/01/19	07/01/20	MMTH25298354	Ace American Ins Co.	$37,500.00	$                    -	$ 1,000,000	$ 1,000,000
07/01/19	07/01/20	MMTH25298391	Ace American Ins Co.	$37,500.00	$                    -	$ 1,000,000	$ 1,000,000
07/01/19	07/01/20	RRG185116	Transportation Insurance Services RRG, Inc.	$521,000.00	$                    -	$ 1,500,000	$ 1,000,000
07/01/19	07/01/20	UXTRV30869	Travelers Ins Co of Canada	$22,096.00	$                    -	$ 1,000,000	$ 100,000
07/01/19	07/01/20	QT6603D69061ATIL19	Travelers Property Cas Co of Am	$276,660.00	$                    -	$ 1,000,000	$ 100,000
07/01/19	07/01/20	216001735	Homeland Insurance Co of NY	$2,500.00	$62.50	$ 1,000,000	0
04/01/19	04/01/20	596778832	C N A/The Continental Ins Co.	$21,430.00	$                    -	$ 1,000,000	$ 25,000
07/01/19	07/01/20	ZEV07F19APBR	Lloyds Synd 623 (Beazley) & 2623	$106,050.00	$                    -	$ 10,000,000	$ 250,000
04/01/19	04/01/20	4279616	AIG/AIG Ins Co of Canada	$7,000.00	$                    -	$ 10,000,000	$ 1,500,000
04/01/19	04/01/20	13080434	AIG/Illinois National Ins Co.	$400,157.00	$                    -	$ 10,000,000	0
04/01/19	04/01/20	596884973	AIG/Illinois National Ins Co.	$144,000.00	$                    -	$ 10,000,000	0
04/01/19	04/01/20	13407071	AIG/Illinois National Ins Co.	$383,830.00	$                    -	$ 10,000,000	$ 1,500,000

04/01/19	04/01/20	V1E3FB190301	Beazley Insurance Co.	$397,907.00	$                    -	$ 10,000,000	$ 10,000,000
04/01/19	04/01/20	FSUSC1800173	Beazley	$157,500.00	$                    -	$ 5,000,000	$ 1,000,000
04/01/19	04/01/20	C028071/003	Allied World Assurance Co	$90,000.00	$0.00	$ 5,000,000	$ 5,000,000
07/01/19	07/01/20	XSAH25298275	Chubb/Ace American Ins Co.	$2,601,017.00	$                    -	$ 3,000,000	$ 2,000,000
07/01/19	07/01/20	1000090470-0	Kinsale Insurance Co.	$19,500.00	$487.50	$ 3,000,000	$ 100,000
07/01/19	07/01/20	XCQG2813731A004	Chubb/Ace Property & Casualty Ins. Co.	$1,530,650.00	$                    -	$ 10,000,000	$ 10,000,000
07/01/19	07/01/20	EXC10005125005	Endurance American Specialty  Ins Co.	$700,000.00	$                    -	$ 15,000,000	$ 20,000,000
07/01/19	07/01/20	1.00035E+11	Liberty Surplus Insurance Co.	$700,000.00	$17,500.00	$ 15,000,000	$ 20,000,000
07/01/19	07/01/20	IE00020735LI19A	XL Catlin	$425,000.00	$                    -	$ 15,000,000	$ 35,000,000
07/01/19	07/01/20	EXC3161273	Great American Assurance Co.	$145,000.00	$                    -	$ 25,000,000	$ 50,000,000
07/01/19	07/01/20	SHX00032399610	National Surety Corp.	$252,250.00	$                    -	$ 25,000,000	$ 50,000,000
07/01/19	07/01/20	42RLO30271004	National Fire & Marine	$2,215,324.00	$55,383.10	$ 5,000,000	$ 5,000,000
04/01/19	04/01/20	13077807	AIG/Illinois National Ins Co.	$25,400.00	$                    -	$ 5,000,000	0
07/01/19	07/01/20	PST622950376	C N A/The Continental Ins Co.	$2,900.00		Varies	Various
07/01/19	07/01/20	HDOG71568568	Chubb/Ace American Ins Co.	$37,500.00	$                    -	$1m/$2m	$ 1,000,000
07/01/19	07/01/20	2AA316365	Evanston Insurance Co.	$1,000.00	$127.50	$ 1,000,000	$ 1,000
04/01/19	04/01/20	81848325	Federal Insurance Co.	$4,331.00	$                    -	$ 10,000,000	0
10/22/18	10/22/19	ABCJ304	Chubb Seguros	$3,500.00	$                    -	$ 1,000,000	$                 -
01/31/19	01/31/20	TIS40101-	Hudson Insruance	$228,000.00	$                    -	$ 1,000,000

		136614/136615	Co.
07/01/19	07/01/20	216001734	Atlantic Specialty Ins Co.	$804,000.00	$                    -	Scheduled Beneftis	$ 1,000,000
07/01/19	07/01/20	216001742	Atlantic Specialty Ins Co.	$6,600.00	$0.00	Scheduled Beneftis	$ 1,000,000
01/31/19	01/31/20	CBA01000-136616	Hudson Insurance Co.	$2,166,000.00	$                    -	0	$ 1,000,000
07/01/19	07/01/20	3107996	Allied World Surplus Lines Ins Co.	$19,096.00	$477.00	$ 2,000,000	$ 1,000,000
07/01/19	07/01/20	0310-8001	Allied World Surplus Lines Ins Co.	$15,000.00	$                    -	$ 2,000,000	$ 100,000
07/01/18	07/01/19	2633401	Ironshore Specialty Ins Co.	$24,176.00	$604.40	$ 1,000,000	$ 100,000
07/01/19	07/01/20	Y6306E76178A	Travelers Property Cas Co of Am	$288,027.00	$                    -		0
07/01/19	07/01/20	WLRC66037228	Chubb/Ace American Ins Co.	$31,834.00	$                    -	$ 1,000,000	$ 25,000
07/01/19	07/01/20	WCUC66037307	Chubb/Ace American Ins Co.	$373,850	$                    -	$     1,000,000	$ 250,000

Schedule 4.9

Litigation, Governmental Proceedings and Other Notice Events

· Matters discussed in Deferred Prosecution Agreement with the US Department of Justice and related Consent Decree with the US Securities and Exchange Commission.

· Overdue excise taxes on equipment sales as further described in that certain Excise Tax Examination Changes and Consent to Assessment and Collection form dated July 16, 2019.  Overdue amount does not exceed $2,500,000 plus interest.  No penalties were assessed.

Schedule 5.1

Debt; Contingent Obligations

 None.

Schedule 5.2

Liens

· UCC Financing Statement filing number 201800000962745 filed by Circle H Intermodal LP against Quality Companies LLC on February 5, 2018 with the Indiana Secretary of State.  The underlying obligation has been satisfied, and the Borrowers will deliver to Agent a file stamped and recorded copy of a termination statement relating to this UCC financing statement after the Closing Date in accordance with Section 7.4 of this Agreement.

Schedule 5.7

Permitted Investments

No Loan Party has made any loans to, or otherwise made any Investments in, any other Persons, except as follows:

· Investment in All Zone Logistics LLC as in effect on the Closing Date.

Schedule 5.8

Affiliate Transactions

The following transactions could potentially exceed $1,000,000 annually:

Parties	Type of Agreement	Term of Agreement
Sindicato Nacional de Trabajadores del Transporte, S. y C. “Ricardo Flores Magon” (National Union of Transport Workers “Ricardo Flores Magón”) and Servicios de Transportación Jaguar, S.A. de C.V.	Collective Bargaining/Pay Agreement	Date of execution: 07/19/17 Effective date: 05/01/17 Term: Indefinite. (Annual salary review and bi-annual general review)
Celadon Group, Inc. and Thomas S. Albrecht	Employment Agreement, dated October 16, 2017	None (subject to certain severance provisions).
Celadon Group, Inc. and Vincent Donargo	Amended and Restated Employment Agreement, dated May 1, 2019	None (subject to certain severance provisions)
Celadon Group, Inc. and Paul C. Svindland	Amended and Restated Employment Agreement, dated December 5, 2018	None (subject to certain severance provisions)

Schedule 5.11

Business Description

The following is a brief description of each Loan Party's business:

Loan Party	Business Description
All Loan Parties	Providing long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight services, as well as operations ancillary thereto.

Schedule 5.14

Deposit Accounts and Securities Accounts

All of the financial institutions at which any Loan Party maintains any deposit accounts, investment accounts, securities accounts or similar accounts, together with the account number and a description for each such account, are:

Loan Party	Financial Institution(s) where Accounts Maintained	Account Numbers	Descriptions of Accounts
Celadon Trucking Services, Inc.	Bank of America	[*]	Concentration Account
Celadon Trucking Services, Inc.	Bank of America	[*]	Disbursement Account
Celadon Trucking Services, Inc.	Bank of America	[*]	Dedicated Services Disbursement Account (GSM Transportation)
Hyndman Transport Limited	Bank of America	[*]	Disbursement Account
Hyndman Transport Limited	Bank of America	[*]	Disbursement and Receipt Account
Hyndman Transport Limited	Bank of America	[*]	Operating Account (Canadian Dollars; wires, payroll, checks)
Celadon Logistics Services, Inc.	Bank of America	[*]	Disbursement Account (Payroll & 401(k))
Transportation Insurance Services Risk Retention Group, Inc.	Bank of America	[*]	Disbursements for RRG claims
Taylor Express, Inc.	Bank of America	[*]	Payroll and Operating Expense Disbursements
Celadon Trucking Services, Inc.	Wells Fargo	[*]	Operating Account (Receipt)
Celadon Trucking Services, Inc.	Wells Fargo	[*]	Dedicated Services Operating Account (GSM Transportation)
Hyndman Transport	Wells Fargo	[*]	Operating Account (Receipt)

Loan Party	Financial Institution(s) where Accounts Maintained	Account Numbers	Descriptions of Accounts
Limited
Celadon Logistics Services, Inc.	Wells Fargo	[*]	Concentration Account
Distribution, Inc. (FTL)	Wells Fargo	[*]	Operating Account
Distribution, Inc. (FTL)	Wells Fargo	[*]	Payroll Account
Distribution, Inc.	Wells Fargo	[*]	Operating Expense Disbursements
Hyndman Transport Limited	BMO (Bank of Montreal)	[*]	Canadian Dollars Account (payroll)
Hyndman Transport Limited	BMO (Bank of Montreal)	[*]	U.S. Dollars Account
Celadon Trucking Services, Inc.	Star Financial Bank	[*]	Account holds cash deposit for equipment lease.  No ingoing or outgoing transfers.
Celadon Trucking Services, Inc.	Regions	[*]	Account holds cash deposit for equipment lease.  No ingoing or outgoing transfers.
Taylor Express, Inc.	PNC	[*]	Trade receivables collection

Schedule 7.4 – Post Closing Requirements

Borrowers shall satisfy and complete each of the following obligations, or provide Agent each of the items listed below, as applicable, on or before the date indicated below, all to the satisfaction of Agent in its sole and absolute discretion:

1. Within 90 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall either dissolve each of the Dormant Subsidiaries or, to the extent any such Subsidiary is not dissolved within such time period, cause such Dormant Subsidiary to guaranty the Obligations and grant to Agent, for the benefit of Lenders, a security interest in substantially all of the assets of such Subsidiary and grant a security interest in all of the Equity Interests of such Subsidiary to Agent for the benefit of Lenders.

2. Within 30 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent, certificates of insurance with respect to each Credit Party and each Subsidiary's casualty, property and business interruption insurance policies, which certificates list all locations covered by the policies, and show Agent as the certificate holder and as a lenders' loss payee, together with a lenders loss payable and notice of cancellation endorsements.

3. Within 30 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent, certificates of insurance with respect to each Credit Party and each Subsidiary's general liability, excess or umbrella liability and other third party insurance policies, which certificates show Agent as the certificate holder and as an additional insured party, together with additional insured and notice of cancellation endorsements.

4. Within 45 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent, duly executed Deposit Account Control Agreements with respect to each Deposit Account of a Credit Party (other than Excluded Accounts), including Deposit Accounts maintained at PNC Bank, National Association, Bank of Montreal and Bank of America, N.A. or if any of the Deposit Accounts maintained as of the Closing Date with PNC Bank, National Association, Bank of Montreal and/or Bank of America, N.A. are closed, Borrowers shall deliver to Agent evidence of such closure and duly executed Deposit Account Control Agreements with respect to each replacement Deposit Account of the Credit Parties, each of which shall be maintained at financial institutions acceptable to Agent (other than Excluded Accounts).

5. Within 90 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent an original fully executed, notarized and recordable mortgage or deed of trust and/or assignment of leases and rents for each location of real property of a Credit Party that is subject to a first-priority mortgage or deed of trust and/or assignment of leases and rents securing the Term Loan Debt.

6. Within 60 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall comply with the requirements of Section 9.2(f)(v) with respect to any certificate of title of rolling stock Collateral.

7. Within 30 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent a file stamped and recorded copy of a termination statement relating to UCC financing statement filing number 201800000962745 filed February 5, 2018 against Quality Companies LLC with the Indiana Secretary of State, listing Circle H Intermodal LP as the secured party.

8. Within 7 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall deliver to Agent evidence of the payment in full of the Excise Tax Liability.

9. Within 60 days of the Closing Date (or such later date as Agent may agree to in writing, in its sole discretion), Borrowers shall use commercially reasonable efforts to provide Agent (i) estoppel letters in form and substance satisfactory to Agent or (ii) discharges in respect of each of the following registrations:

Secured Party(ies)	Debtor(s)	Reference File No. & Registration Number(s)
Concentra Bank	Hyndman Transport Limited	74726253920190102 1705 1462 3045as amended by 20190104 1706 1462 3780
LBEL Inc	Hyndman Transport Limited	747095229 20181224 1150 1901 3352
		747102042 20181224 1310 1901 3379
Mercado Capital Corporation, a div. of Westminster Savings Credit Union	Hyndman Transport Limited Celadon Group Inc.	746257086 20181127 1638 9102 3464
Canadian Equipment Finance & Leasing Inc.	Hyndman Transport Limited Celadon Group Inc.	744966252 20181019 1030 9224 0488
Compaction Credit Ltd.	Hyndman Transport Limited Celadon Group Inc.	744968862 20181019 1039 9224 0489

Schedule 7.4 -2 

Trailer Wizards Ltd.	Hyndman Transport Limited	734649993 20171205 1306 1901 1445
		734651586 20171205 1334 1902 9060
		70107216320141029 1127 1590 2741as amended by 20170905 1732 1590 1707
		69873745520140808 0915 1590 7942as amended by 20170706 1453 1590 7556
	Hyndman Transport (1972) Ltd. Hyndman Transport Limited	69799999520140715 1011 1590 6479as amended by 20170605 1451 1590 5240
Meridian Oncecap Credit Corp.	Hyndman Transport (1972) Limited	743811174 20180917 1255 1902 4499
Wells Fargo Equipment Finance Company	Hyndman Transport (1972) Limited	684128709 20130115 1642 8077 6489
Canadian Western Bank	Hyndman Transport Limited	73214863220181106 1405 1462 4311as amended by20181213 1002 1462 8401as amended by20190124 1406 1462 9928as amended by 20190125 1005 1462 0126
Canadian Western Bank	Hyndman Transport Limited	74178702920180719 1404 1462 0027as amended by 20180830 1407 1462 2561
Canadian Western Bank	Hyndman Transport Limited	732274384 20180315 1010 1462 3206

Schedule 7.4 - 3

Borrower's failure to complete and satisfy any of the above obligations on or before the date indicated above, or Borrower's failure to deliver any of the above listed items on or before the date indicated above, shall constitute an immediate an automatic Event of Default.

Schedule 7.4 - 4

Schedule 9.1 – Collateral

The Collateral consists of all of each Credit Party's assets, including without limitation, all of each Credit Party's right, title and interest in and to the following, whether now owned or hereafter created, acquired or arising, but excluding Excluded Property:

(a) all goods, Accounts (including health-care insurance receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, securities accounts, fixtures, letter of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located;

(b) all of each Credit Party's books and records relating to any of the foregoing; and

(c) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

"Excluded Property" shall mean, collectively, (i)  any Equity Interest in any Person that is not a Subsidiary to the extent that there is any agreement, contract or provision of law which prohibits the pledge thereof, requires the consent of any Person other than a Borrower, which prohibition has not been waived or which consent has not been obtained after having used commercially reasonable efforts to obtain such a waiver or consent (it being understood that, as of the Closing Date, the Equity Interests of All-Zone Logistics LLC are Excluded Property pursuant to this clause (i)), (ii) any Equity Interest in a Subsidiary to the extent that there is a provision of law applicable to it which prohibits the pledge of such Equity Interest, (iii) [reserved], (iv) any "intent to use" Trademark applications to the extent that, and solely during the period in which, the grant, attachment or enforcement of a security interest therein would, under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations issuing from such applications, (v) any equipment, rolling stock, or other vehicles, and proceeds thereof and attachments, components and similar de minimis assets relating thereto, that are subject to a purchase money Lien or a capital lease obligation permitted under the Agreement (or any Refinancing Debt thereof permitted under the Agreement), (vi) Deposit Accounts constituting Excluded Accounts under clause (c) of the definition of Excluded Accounts, and (vii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Borrower (or the assets subject thereto) if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein (or in the assets subject thereto) is prohibited as a matter of law or is prohibited by, or would invalidate the underlying rights of such Borrower in such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, the

Schedule 9.1 -1

foregoing exclusions of this clause (vii) shall in no way be construed (A) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or other applicable law, or (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent's security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement); provided, that "Excluded Property" shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

"Excluded Accounts" shall mean:  (a) deposit, disbursement, and securities accounts which have over the last thirty days of $250,000 or less in the aggregate for all such accounts at any time; (b) payroll accounts to the extent as of any date of determination do not contain in excess of $50,000 over the amount of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements; (c) deposit accounts subject to, and used solely in connection with, a Permitted Lien set forth in clauses (g), (h), (i), and (s) of the definition of Permitted Liens; and (d) deposit accounts with Star Financial Bank and Regions Bank having aggregate balances for all such accounts not to exceed $225,000, to the extent such deposit accounts serve as collateral for equipment financing arrangements with such banks.

Schedule 9.1 -2

Schedule 9.2

Location of Collateral

· As of Closing, the chief executive office of each Borrower is 9503 East 33^rd Street, Indianapolis, IN 46235.

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
1.	Celadon Realty, LLC	3400 West Market Street, York, PA	Owned	Wolf Distributing occupies 85% of the building; Remainder occupied by A&S.	340,000 total sf (300,000 warehouse 40,000 sf office space). On 23.58 acres; 1,027,145 Sq. Ft.
2.	Celadon Realty, LLC	9050 East 33rd Street, Indianapolis, IN	Owned	Leased to 160 Driving Academy (occupies approx. 60% of the building)	7.6 Acres; 44,000 sf
3.	Celadon Group, Inc.	9503-9517 East 33rd Street, Indianapolis, IN	Owned	N/A	#1: (Office) 33,626 Sq. Ft. #2 Office/Lounge/Café 16,128 Sq. Ft. #3: Dormatory 11,436 Sq. Ft.  #4: Shop 41,900 Sq. Ft. (Includes 4000 Office/Parts space)                           #5 Russell Bldg.   42,000 Sq. Ft.  #6 Medical Bldg.  1000 Sq. Ft.
4.	Celadon Trucking Services, Inc.	13601 Mercury Drive, Laredo, TX	Owned	N/A	#1 Garage 37,500 sf, one story. #2 Warehouse is two stories, first is 126,000 sf, second is 10,000 sf; 53.15 acres or 2,315,214 sq. ft.

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
5.	Taylor Express, Inc.	5417 US Highway 301 South, Hope Mills, NC	Owned	N/A	5.76 acre; 250,906 Sq. Ft.; 19,574 Sq. Ft. building
6.	Celadon Realty, LLC	5600 Midlothian Turnpike, Richmond, VA	Owned	N/A	#1 Office: 6800 (1 story)         #2 Shop: 28,000 (2 stories) #3 Dock: 2880                                 16.47 acres or 717,587 Sq. Ft.
7.	Celadon Trucking Services, Inc.	9420 East 30th Street, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	10 Acres
8.	Celadon Realty, LLC	9702 East 30th Street, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	Consists of 3 buildings - 105,00  sf bldg; 25,000 sf bldg; 7300 sf (per Travelers CoreLogic report) 20 acres
9.	Celadon Realty, LLC	9920 East 30th Street, Indianapolis, IN	Owned	N/A	40585 Sq. Ft One story.  6.8 Acres
10.	Celadon Realty, LLC	10010 Conveyor Drive, Indianapolis, IN	Owned	Leased to 19th Capital Group, LLC	23.03 acre lot
11.	Celadon Realty, LLC	28055 Wick Road, Romulus, MI	Owned	N/A	6.78 acres; 295,512 Sq. Ft.; 41,600 sf 2 story, with 4,000 sf of office space on each floor

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
12.	Celadon Realty, LLC	2847 East 600 South, Warren, IN	Owned	N/A	#1 42,104.5 Sq. Ft. (Terminal)                             #2 40,950 Sq. Ft. (Warehouse)                            #3 24,220.5 Sq. Ft. (Warehouse)                        #4 49,920 Sq. Ft. (Warehouse)             #5 5000 Sq. Ft (Shop/Parts)        (162,194 Total Sq. Ft.)  28.5 Acres land
13.	Celadon Realty, LLC	221 Cockeysville Road, Hunt Valley/Cockeysville, MD	Owned	Partially leased to Marathon Roofing, LLC through 2020; A&S uses as well; lease some office space and some parking to A&S; lease some space to Logistics buyer – believe ~ 20,000 sq ft warehouse	1.8 Acres; 77,972 Sq. Ft.; 34,500 sf warehouse / 6,000 sq Office. One story bldg.
14.	Celadon Realty, LLC	110 East Oak Street, Butler, IN	Owned	N/A	1.82 acres, 44,224 Sq. Ft. warehouse with two offices (613 Sq. ft.), a lean to storage area of 6020 Sq. Ft., and a third concrete block storage building 1875 sq. ft.)
15.	Taylor Express, Inc.	1707 N. 5th Street, Union City, TN	Owned	N/A	9050 Sq. Ft. 25.67 Acres or 1,118,272 Sq ft
16.	Celadon Realty, LLC	5523 US Highway 301 South, Hope Mills, NC	Owned	N/A	4.30 acres; 187,308 Sq. Ft.

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
17.	Celadon Realty, LLC	Osborn Lot, Tallahassee Street and Crenshaw Avenue, Gadsden, AL	Owned	N/A	12.73 Acres; 554,519 Sq. Ft.    (4 Lots)
18.	Vorbas, LLC	101 Dollar Street, Ottoville, OH	Owned	N/A	4 Parcels Totaling 4.18 acres; 181,873 Sq. Ft. 3500 sf. Shop, 1000 sf. Offices
19.	Vorbas, LLC	112/2708 Garford Avenue, Lima, OH	Owned	N/A	3 parcels totaling 3.09 acres or 134,513 Sq. ft. plus 2,880 sf. Pole barn
20.	Hyndman Transport Limited	50 Omands Creek Blvd., Winnipeg, MB, R2R 1V7	Owned	N/A	13.51 acres (+/- 588,496 sq feet), +/- 8.50 acres of excess land
21.	Hyndman Transport Limited	1001 Belmore Line, Wroxeter, ON, N0G 2X0	Owned	N/A	10.23 acres (+/- 445,619 sq feet) useable
22.	Hyndman Transport Limited	2616 Cedar Creek Road, Ayr, ON, N0B 1E0	Owned	N/A	11.72 acres (+/- 510,523 sq feet)
23.	Celadon Trucking Services, Inc.	2501 60th St., Hampton, VA	Leased	Jack's Properties, LLC	Office 1st Fl: 2820; Office 2nd Fl: 2460; Dock: 9450; Shop: 3600; Total: 18,330
24.	Celadon Group, Inc.	7240 I 35 E, Waxahachie, TX	Leased	7240 I-35 East, LLC; Subject to Sale-Leaseback arrangement; Subleased to 19th Capital Group, LLC	#1: 6400 Sq. Ft. (4,500 is finished office)                #2:  2,400 Sq. Ft.
25.	Celadon Group, Inc.	2335 West Raymond Street, Indianapolis, IN	Leased	2335 W. Raymond St., LLC	30,700 sq feet/6.28 acres

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
26.	Celadon Trucking Services, Inc.	1245 West Grand Avenue, Rainbow City, AL	Leased	Multico Inc.; Lease with option to purchase	Office 2 floors 3600 sq. ft. each (7200 total); 2400 Sq. Ft. warehouse, Maintenance Bldg. 16,100 Sq. Ft., 2400 Sq Ft. area with roof only.               Site is 15 acres
27.	Celadon Realty, LLC	9801 E. 102nd Avenue, Henderson, CO	Leased	RLF I-C SPE, LLC	7 acres, Bldg 1 - 42,600 sf + 2277 sf office space
28.	Distribution, Inc. (FTL)	16795 SE Evelyn St, Clackamas, OR	Leased	Berry Properties L.L.C.	Terminal Only; office space is 5,000 sf and 3 stories, shop is 15,000 sf and 1 story.
29.	Distribution, Inc. (FTL)	2345 NE Spalding St, Grants Pass, OR	Leased	Spalding & Son, Incorporated	6 Bay cross dock, cargo, trailers, office (5-6 ppl); 2500 sf of office space; 20,000 sf warehouse
30.	Celadon Trucking Services, Inc.	1255 NC Hwy. 66 S., Kernersville, NC	Leased	YRC Inc.	1500 Sq. Ft. Office/100 Trailer Parking Spaces
31.	Hyndman Transport Limited	1325 Des Riveurs, Levis, PQ, G6V 0A2	Leased	Societe Immobiliere P3 Inc.
32.	Hyndman Transport Limited	1805 Chemin St. Francois, Dorval, PQ, H9P 2S1	Leased	Transport Schonfield Inc. (Div 115522 Canada Inc.)
33.	Hyndman Transport Limited	1133 Finch Ave. W., North York, ON, M3J 2E5	Leased	Hilliard Cooney Limited
34.	Hyndman Transport Limited	Wellings Road & Fleet St., Regina, SK	Leased	Kearns Truck & Trailer

	Owner/Lessee	Common Name and Address of Property	Owned, Leased or Other Interest	Landlord / Owner if Leased or Other Interest	Approximate Size
35.	Hyndman Transport Limited	8450 Venture Ave. SE, Calgary, AB, T3S 0A2	Leased	Railroad Runner Container Services Ltd.
36.	Hyndman Transport Limited	11459 – 149 Street, Edmonton, AB, T5M 1W8	Leased	1731739 Alberta Ltd.

Back to Form 8-K

EX-10.3

Exhibit 10.3

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2019, by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and Luminus Energy Partners Master Fund, Ltd. LLC (the “Purchaser”).

WHEREAS, the Company has entered into that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among the Company, certain subsidiaries of the Company, the lenders named therein, including the Purchaser and Blue Torch Finance, LLC and certain of its Affiliates (the “Loan Agreement”); and

WHEREAS, on the terms and conditions hereinafter set forth, the Company desires to issue and sell, and the Purchaser desires to purchase a warrant to purchase Sixteen Million (16,000,000) shares of Common Stock of the Company, par value $0.033 per share (the “Common Stock”), at an exercise price of $0.01 per share of Common Stock (the “Initial Warrant”), and a warrant to purchase Five Million Four Hundred Seventy-two Thousand Eight Hundred Forty-Five (5,472,845) shares of Common Stock, at an exercise price of $0.01 per share of Common Stock (the “CIC Warrant” and collectively with the Initial Warrant, the “Warrants”); and

WHEREAS, the Purchaser and the Company intend to enter into that certain Registration Rights Agreement (as defined herein) which will set forth certain registration rights with respect to the Warrant and the Common Stock (and, in certain instances, shares of preferred stock of the Company, par value $1.00 per share, for which the Warrant may be exercised).

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS

1.1          Definitions.  As used herein, defined terms used herein shall have the meanings specified herein unless the context otherwise requires:

“Accredited Investor” means any Person that is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

“Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.  For the purposes of this definition, “Control” shall mean the power, directly or indirectly, either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by control or otherwise.  The terms (“Controlled by,” and “under common Control with” have the meanings correlative thereto.

“Applicable Law” means all laws, statutes, treaties, rules, codes (including building codes), ordinances, regulations, certificates, orders and licenses of, and interpretations by, any Governmental Authority and judgments, decrees, injunctions, writs, permits, orders or like governmental action of any Governmental Authority (including environmental laws and those pertaining to health or safety) applicable to the Company or any of its Subsidiaries or any of their property or operations.

“Board” is defined in Section 4.3.

“Board Observation” is defined in Section 6.3.

“Capital Stock” means (i) in the case of a corporation, corporate or capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate or capital stock, (iii) in the case of a limited liability company, membership units (whether common or preferred), (iv) in the case of a partnership, partnership interests (whether general or limited) and (v) any other equivalent ownership interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Certificate of Designation” means the Certificate of Designation related to the Preferred Stock, a copy of which is attached hereto as Exhibit A, which has been adopted by the Board and forms a part of the Certificate of Incorporation of the Company.

“CIC Warrant” is defined in the recitals.

“Closing” is defined in Section 2.3.

“Closing Date” is defined in Section 2.3.

“Common Stock” is defined in the recitals.

“Enforceability Exceptions” means, with respect to any specified obligation, any limitations on the enforceability of such obligation due to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (including public policies) or except as rights to indemnification or contribution may be limited by Federal, state, provincial or territorial securities laws.

“Exchange Act” is defined in Section 4.6(b).

“Governmental Authority” means the government of the United States of America or of any other nation, or any political subdivision thereof, whether provincial, territorial, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Increase Authorization” is defined in Section 6.2.

“Indemnitees” is defined in Section 7.2.

“Initial Warrant” is defined in the recitals.

“Loan Agreement” is defined in the recitals.

“Person” means any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, and any Governmental Authority.

“Purchase Price” is defined in Section 6.6.

“Purchaser” is defined in the preamble to this Agreement.

“Preferred Stock” means those shares of preferred stock of the Company, par value $1.00 per share, which may be issued upon exercise of either of the Warrants, having the rights described in the Certificate of Designation.

“Registration Rights Agreement” means the Restated Registration Rights Agreement, dated as of the date hereof, among Company and the Purchaser, in the form attached hereto as Exhibit B, as amended, supplemented, restated or otherwise modified from time to time.

“Responsible Officer” means (i) with respect to the Company, the chairman, the chief executive officer, the president, the chief financial officer thereof, and (ii) with respect to the Company or any Subsidiary (other than the Company), any duly authorized officer thereof.

“Rule 144” means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended.

“Warrants” is defined in the recitals.

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“Subsidiary” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by the Company or (ii) the Company is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such Person.

“TBPP” means that certain Tax Benefits Preservation Plan by and between the Company and American Stock Transfer & Trust Company, LLC, dated as of August 9, 2018.

“TBPP Approval” means any proposal made by the Company at a meeting of stockholders following the date hereof to approve the TBPP.

“Transaction Document” means each of this Agreement, the Registration Rights Agreement and the Warrants, and all certificates, instruments or other documents made or delivered in connection with the execution, delivery or performance of any of the foregoing.

1.2          Computation of Time Periods.  For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

1.3          Terms Generally.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and (c) the word “including” shall mean “including without limitation.”

1.4          Accounting Terms.  Accounting terms used but not otherwise defined herein shall have the meanings provided, and be construed in accordance with, GAAP.

SECTION 2.AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK

2.1          Authorization of Issue.  The Company has authorized the issue and sale of the Warrants.

2.2          Sale and Purchase of the Warrant.  Subject to the terms and conditions of this Agreement, the Company will issue and sell to each of the Purchaser, and the Purchaser will purchase from the Company, at the Closing provided for in Section 2.3, the Initial Warrant and the CIC Warrant.

2.3          Closing.  The sale and purchase of the Warrants shall occur simultaneously with the consummation of the transactions under the Loan Agreement (the “Closing”).  The date upon which the Closing occurs shall be referred to herein as the “Closing Date”.

2.4          Certificates.  At the Closing, the Company shall deliver to the Purchasers certificates representing the Warrant.

SECTION 3.CONDITIONS TO CLOSING

The Purchaser’s obligation to purchase and pay for the Warrants to be purchased by it at the Closing is subject to the reasonable satisfaction or waiver by it prior to or at the Closing of each of the conditions specified below in this Section 3:

3.1          Representations and Warranties.  Each of the representations and warranties of the Company in this Agreement shall be true and correct in all material respects on or as of the Closing Date as if made on and as of the Closing Date.

3.2          Performance; No Default under Other Agreements.  The Company shall have performed and complied in all material respects with all agreements and covenants contained herein required to be performed or

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complied with by it prior to or at the Closing (or such compliance shall have been waived on terms and conditions reasonably satisfactory to Purchaser).

SECTION 4.
REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Purchaser that:

4.1          Capitalization.  After giving effect to the purchase and sale of the Warrants to the Purchaser pursuant hereto, (i) the authorized number of shares of Capital Stock of the Company will consist only of 40,179,985 shares of Common Stock, of which 30,078,474 shares have been issued and are outstanding (including 553,074 shares of unvested restricted stock), (ii) 179,985 preferred shares, of which none are outstanding, and (iii) 500,000 shares of Common Stock (and no other shares of Capital Stock) will be held by the Company in its treasury or by the Company’s Subsidiaries.  Upon consummation of the sale of the Warrants to the Purchaser, all of the issued and outstanding shares of Capital Stock of the Company shall have been duly authorized and validly issued, fully paid and nonassessable and shall be free of preemptive rights.  Upon the exercise of the Warrants, and in the case of Common Stock assuming the completion of the Increase Authorization, all shares of Common Stock or Preferred Stock, as applicable, issued pursuant to such exercise shall be duly authorized, validly issued, fully paid and non-assessable.  Assuming the completion of the Increase Authorization, shares of Common Stock issued upon the conversion of the shares of Preferred Stock into shares of Common Stock pursuant to the terms of the Certificate of Designation shall be duly authorized into shares fully paid and non-assessable.  Upon consummation of the sale of the Warrant to the Purchaser, except as set forth on Schedule 4.1 and other than the Warrant and employee stock options to purchase 650,000 shares of Common Stock, there shall be no securities of the Company or any of its Subsidiaries that will be convertible into or exchangeable for shares of any Capital Stock of the Company or any of its Subsidiaries, and no options, calls, subscriptions, convertible securities, or other rights, agreements or commitments which will obligate the Company or any of its Subsidiaries to issue, transfer or sell any shares of Capital Stock of, or other interests in, the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1, upon consummation of the sale of the Warrants to the Purchaser, there shall be no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Capital Stock of the Company or any of its Subsidiaries and none of the Company or any of its Subsidiaries shall have any awards or options outstanding under any stock option plans or agreements or any other outstanding stock-related awards.  As of the Closing Date and immediately after the Closing, except as set forth on Schedule 4.1, none of the Company or any of its Subsidiaries will have any obligation to issue, transfer or sell any shares of Capital Stock of the Company or its Subsidiaries.  Except as set forth on Schedule 4.1, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the holding, voting or disposing of Capital Stock of the Company or any of its Subsidiaries.  Except as set forth on Schedule 4.1, none of the Company or any of its Subsidiaries has any outstanding bonds, debentures, notes or other obligations or other securities that entitle the holders thereof to vote with the shareholders of the Company or any of its Subsidiaries on any matter or which are convertible into or exercisable for securities having such a right to vote.

4.2          Due Authorization, Execution and Delivery.  Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and, when duly executed and delivered by the Purchaser in accordance with its terms, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.  The execution, delivery, and performance by the Company of the Transaction Documents do not and will not (A) violate (i) any provision of federal, provincial, territorial, states, or local law or regulation applicable to the Company, (ii) the constituent documents of the Company including its Certificate of Incorporation or By-laws, or (iii) any order, judgment, or decree of any court or other governmental authority binding on the Company, or  (B) except for the Increase Authorization, require any approval of any holder of shares of Capital Stock of the Company on any approval or consent of any Person under any material agreement of the Company.

4.3          Tax Benefits Preservation Plan. The Board of Directors of the Company (the “Board”) has determined that Purchaser shall be deemed an Exempt Person (as defined in the TBPP such that it is permitted to become the Beneficial Owner (as defined in the TBPP) of the Warrants and the shares) of Common Stock or Preferred Stock which may be acquired upon exercise of the Warrants, and shares of Common Stock which may be acquired upon the conversion of the Preferred Stock into Common Stock, without Purchaser being deemed an Acquiring Person (as defined in the TBPP), that the shares of Common Stock and Preferred Stock which may be acquired upon the exercise of either of the Warrants and the shares of Common Stock which may be acquired upon

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the conversion of Preferred Stock into Common Stock have been determined to be to an Exempted Amount (as defined in the TBPP), and the Rights (as defined in the TBPP) shall not become exercisable under the TBPP as a result of the approval, execution and delivery of this Agreement, the public announcement or disclosure of this Agreement or any of the transactions contemplated hereby, the purchase and sale of either of the Warrants pursuant to this Agreement, the issuance of shares of Common Stock or shares of Preferred Stock upon exercise of either of the Warrants or conversion of shares of Preferred Stock into shares of Common Stock or any of the other transactions contemplated by this Agreement.  Purchase acknowledges that the Board’s approval of (A) Purchaser as an Exempt Person and (B) the Exempted Amount applies only to Purchaser and not to any other person, including any assignee, designee, or transferee of Purchaser.  A copy of the resolutions duly adopted by the Board with respect to the foregoing matters is attached hereto as Exhibit C.

4.4          Governmental Consents.  The execution, delivery, and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (i) registrations, consents, approvals, notices, or other actions that (A) have been obtained and that are still in force and effect or (B) are expressly contemplated as being obtained at a later date in accordance with the terms of the applicable Transaction Document.

4.5          Incorporation by Reference.  The representations and warranties set forth in Article IV of the Loan Agreement, excluding the representations set forth in Sections 4.2, 4.3 and 4.4 thereof, are incorporated by reference herein, as if made by the Company to the Purchaser hereunder.

SECTION 5.REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASER

The Purchaser represents and warrants to the Company as of the date hereof as follows:

5.1          Purchase for Investment.

(a)          Purchaser is acquiring the Warrant for its own account, for investment purposes only and not with a view to any distribution thereof within the meaning of the Securities Act.

(b)          Purchaser understands that the Warrant has not been and, except as provided in the Registration Rights Agreement, will not be registered under the Securities Act or any state or other securities law, that the Warrant is being issued by the Company in transactions exempt from the registration requirements of the Securities Act, that it must not offer or sell the Warrant except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable State laws.

(c)          Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions (which are not currently satisfied), and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

(d)          Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in this Agreement.

(e)          Such Purchaser is an Accredited Investor.

(f)          Other than the 4,576,613 shares of Common Stock reported on an amendment to Schedule 13G filed with the SEC on April 19, 2018, neither Purchaser nor any of its Affiliates beneficially own any shares of Capital Stock of the Company or any options, rights, derivatives, or similar instruments with respect to Capital Stock of the Company.

5.2          Access to Information.  Such Purchaser has been furnished with or has had access to the information it has requested from the Company and has had an opportunity to discuss with the management of the Company the business and financial affairs of the Company and its Subsidiaries.

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5.3          Power; Authorization; Enforceability.  The execution, delivery and performance of this Agreement are within Purchaser’s power and authority and have been duly authorized by all necessary action of such Purchaser, do not conflict with or result in a breach of or violate any of such Purchaser’s governing documents or any contract to which such Purchaser is a party or by which its assets are bound or any Applicable Laws and constitute legal, valid and binding agreements of such Purchaser enforceable against it in accordance with their respective terms, subject to the Enforceability Exceptions.

5.4          No Actions or Proceedings.  There are no legal or governmental actions, suits or proceedings pending or, to any Purchaser’s knowledge, threatened against or affecting such Purchaser, or any of their respective properties or assets which, if adversely determined, in the aggregate, could reasonably be expected to materially and adversely affect the ability of such Purchaser to consummate any of the transactions contemplated hereby.

5.5          Agreement to Vote in Favor of Increase Authorization.

(a)          Purchaser hereby agrees that (x) Purchaser shall take all such actions as may be required to cause all shares of Capital Stock of the Company (including, without limitation, any shares of Preferred Stock) then owned by Purchaser (the “Owned Shares”) to be voted in favor of the approval of the Increase Authorization and the TBPP Approval at any meeting of the stockholders of the Company in connection with the approval of any component of the Increase Authorization and the TBPP Approval (provided, that nothing set forth in this Warrant Purchase Agreement shall be deemed to require Purchaser to exercise its right to purchase shares of Preferred Stock prior to such meeting) and (y) Purchaser shall take all such actions as may be required to cause each Owned Shares to be present, in person or by proxy, at any meeting of the stockholders of the Company in connection with the approval of all or any component of the Increase Authorization for the purposes of determining the presence of a quorum and voted in accordance with the preceding clause (x) at such meetings (including at any adjournments or postponements thereof).

(b)          Any vote required to be cast or consent required to be executed pursuant to this Section 5.5 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that the Owned Shares are duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent.

(c)          Purchaser hereby irrevocably appoints the Company and any designee of the Company, and each of them individually, as Purchaser’s, proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute consents, with respect to the Owned Shares as of the applicable record date, in each case solely with respect to the Increase Authorization and the TBPP Approval and not for any other purpose.  This proxy is given to secure the performance of the duties of Purchaser under this Agreement.  Purchaser shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any Owned Shares that is inconsistent with this Section 5.5.

(d)          The proxy and power of attorney granted pursuant to this Section 5.5 by Purchaser shall be irrevocable, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Purchaser with regard to any Owned Shares with respect to the Increase Authorization and the TBPP Approval and not for any other purpose.  Purchaser acknowledges that the proxy constitutes an inducement for the Company to enter into this Agreement.  The power of attorney granted by Purchaser is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity of Purchaser.

(e)          For purposes of this Section 5.5, the Owned Shares shall include any shares of Capital Stock of the Company owned by any Affiliate of Purchaser, including, without limitation, shares of Common Stock owned by Luminus Management, LLC and/or Jonathan Barrett, and Purchaser shall cause its Affiliates to comply with the requirements of this Section 5.5 applicable to Purchaser.

(f)          The obligations of Purchaser and its Affiliates set forth in this Section 5.5 shall terminate upon the earlier of (i) the approval of the Increase Authorization and the TBPP Approval by the Company’s stockholders, (ii) the failure of the Company’s stockholders to approve either the Increase Authorization or the TBPP Approval at a meeting in which the Increase Authorization or the TBPP Approval was properly submitted for approval, and such failure did not result from Purchaser’s or its Affiliate’s breach of this Section 5.5, and (iii) December 31, 2020.

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(g)          For purposes of this Section 5.5, the words “owned” and “Owned” refers to Capital Stock actually owned by a Person and not beneficially “owned” or “Owned” (as defined in Section 13(d) of the Exchange Act and the rules promulgated thereunder).

SECTION 6.POST-CLOSING COVENANTS

6.1          Exchange Act Compliance.  The Company shall use its best efforts to ensure that it is in complete compliance with its reporting obligations under the Exchange Act no later than June 30, 2020.

6.2          Stockholder Vote.  As promptly as practicable after the Company is in compliance with its reporting obligation under the Exchange Act, and in any event no later than December 31, 2020, the Company will call a meeting of its stockholders.  At such meeting, the Company will propose that its stockholders adopt amendments to its Certificate of Incorporation (i) to increase the number of shares of Common Stock authorized thereunder to One Hundred Million (100,000,000) and (ii) to decrease the par value of each share of its Common Stock from $0.033 per share to not greater than one cent per share (the “Increase Authorization”). The immediately preceding sentence notwithstanding, to facilitate re-listing under any stock exchange or as otherwise advisable in the judgment of the Company’s board of directors, the Company shall have the right to effect a reverse stock split or other share combination in conjunction with or immediately following the described stockholder vote, in which case the number of authorized shares and par value will be correspondingly adjusted and the terms of the Warrants will be adjusted as described in the Warrants. The Company shall provide a proxy statement to its stockholders for such meeting in which the Board recommends the adoption of such amendment, and the Company shall cause the adoption of such amendment.

6.3          Board Observation Rights.  The holders of Warrants exercisable for a majority of shares of Common Stock which may be issued pursuant to the Warrants (or shares of Preferred Stock, if applicable) shall be entitled to designate one observer (the “Board Observer”) to attend any meeting of the Board (or its direct or indirect ultimate parent holding company) or any of its subsidiaries (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board (or any relevant committee thereof) of the Company (or its direct or indirect ultimate parent holding company) or any of its subsidiaries at any such meetings.  The Board Observer shall be timely notified of the time and place of any meetings of the Board (which shall be held no less than once per quarter) and will be given written notice of all proposed actions to be taken by the Board (or any relevant committee thereof) of the Company (or its direct or indirect ultimate parent holding company) and any of its subsidiaries at such meeting as if the Board Observer were a member thereof.  Such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at such meeting (or the proposed actions to be taken by written consent without a meeting).  Such Board Observer may be excluded from meetings (or a portion thereof) and materials provided to such Board Observer in connection with such meetings may be redacted to the extent that the Board determines in good faith that such exclusion (or redaction) is required (i) to preserve an attorney-client or accountant-client or any other available privilege or (ii) to avoid a conflict of interest on the part of such Board Observer; provided, that in any such event such Board Observer is given notice of any such exclusion or redaction.  Subject to the foregoing sentence, the Board Observer shall have the right to receive all information provided to the members of the Board of any similar group performance an executive oversight or similar function (or any relevant committee thereof) of the Company (or its direct or indirect ultimate parent holding company) and any of its subsidiaries in anticipation of or at such meeting (whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and proceedings and information confidential.  The Company shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any meeting of the Board in accordance with the Company’s expense reimbursement policy for Board members generally.

6.4          Preemptive Rights.  In the event that the Company proposes to issue or sell any shares of Common Stock (including without limitation pursuant to stock options or other obligations to issue shares of Capital Stock outstanding as of the date hereof), or any right or subscription to or right to receive any shares of Capital Stock (including options issued to individuals) to any Person, then the Purchaser shall have the right to purchase that number of shares of Common Stock sufficient for it to maintain the same percentage ownership of shares of Common Stock on a fully diluted basis as it had immediately prior to such issuance (assuming for such purpose full exercise of the Warrants), on the same terms and conditions as those offered pursuant to the proposed issuance.  In

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the event of a proposed issuance or issuances, as the case may be, that would give rise to preemptive rights under this Section 6.4, the Company shall provide written notice of such proposed issuance not less than twenty (20) days prior to such proposed issuance to the Purchaser, and the Purchaser shall provide notice of its election to exercise such rights within ten (10) days after receipt of such notice from the Company.  Failure of the Purchaser of the Warrant to exercise its preemptive rights within ten (10) days after receipt of such notice from the Company shall be regarded as a waiver of such rights with respect to such issuance, but shall not be deemed a waiver of such rights as to any subsequent proposed issuance or sale of Capital Stock.  If the Company so requests, in connection with any transaction which gives rise to the Purchaser’s right to purchase shares of Common Stock or other Capital Stock pursuant to this Section 6.4, the Purchaser and the Company will discuss in good faith whether the exercise of such rights might result in any limitation under Section 382 of the Internal Revenue Code (or any successor thereto) (“Section 382”) as then in effect, and any alternatives which might mitigate the impact of any such limitation; provided, however, that such obligation to discuss the foregoing shall in no way impact, impair, affect, disturb or prevent the Purchaser from exercising its rights in full under this Section 6.4, regardless of the content, outcome or results of such discussions, or any such limitations pursuant to Section 382, as a result of the exercise of Purchaser’s rights under this Section 6.4.

6.5          Further Amendment to TBPP.  No later than August 30, 2019, the Company shall adopt an amendment to the TBPP plan pursuant to Section 26 thereof, in form and substance reasonably satisfactory to Purchaser, which will provide that Purchaser and its Affiliates shall be “Exempt Persons” (as defined in the TBPP) under the TBPP for all purposes, including without limitation, as a result of the consummation of the transactions contemplated hereby, the exercise of the Warrants, the conversion of Preferred Stock into Common Stock or any other acquisition of Capital Stock of the Company by Purchaser or any of its affiliates.  The TBPP Amendment shall also provide that a Distribution Date, Stock Acquisition Date, Section 11(a)(ii) Event or other Triggering Event (as each such term is defined in the TBPP) shall not be deemed to occur by virtue of, or as a result of, any of the transactions or events referred to in the preceding sentence.

6.6          Purchase Price.  Within six (6) months after the Closing, the Company shall prepare and deliver to Purchaser a proposal regarding an allocation of the loans made by Purchaser pursuant to the Loan Agreement to the purchase of each of the Warrants (collectively, the “Purchase Price”).  The Purchaser may review any work papers, schedules and calculations of the Company or its independent accountants used to determine the Purchase Price.  If the Purchaser objects to the Purchase Price as proposed by the Company, the Company and the Purchaser shall discuss such objections, and shall jointly resolve any such objections and determine a Purchase Price mutually acceptable to Purchaser and the Company.

SECTION 7.

INDEMNIFICATION AND CONTRIBUTION; TERMINATION

7.1          Indemnification.  The Company shall indemnify and hold harmless the Purchaser and each of its respective Affiliates, partners, stockholders, members, directors, agents, employees and controlling persons (collectively, the “Indemnitees”) from and against any and all actual losses, claims, damages or liabilities to any such Indemnitee in connection with or as a result of any misrepresentation or breach of warranty, covenant or agreement made or to be performed by the Company pursuant to this Agreement.

7.2          Survival.  The obligations of the Company under this Section 7 will survive the exercise or transfer of all or any part of the Warrant, the enforcement, amendment or waiver of any provision of this Agreement and the termination of this Agreement.

7.3          Tax Treatment of Indemnification Payments.  Any indemnification payment pursuant to this Agreement shall be treated for federal, state, local and foreign Tax purposes as an adjustment to the Purchase Price.

SECTION 8.MISCELLANEOUS

8.1          Notices.  All notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

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To the Company: Celadon Group, Inc.9503 East 33^rd StreetIndianapolis, IN 46235Attention:  General CounselEmail:  cwelsh@celadontrucking.com

With a copy (which shall not constitute notice) to: Scudder Law Firm, P.C., L.L.O.411 South 13^th StreetSuite 200 Lincoln, NE. 68508 Attn:  Mark Scudder Email:  mscudder@scudderlaw.com

To the Purchaser: Luminus Energy Partners Master Fund, Ltd. 1700 Broadway 26^th Floor New York, NY 10019 Attn:  General Counsel Email:  ssingh@luminusmgmt.com

With a copy (which shall not constitute notice) to: Greenberg Traurig, LLP1000 Louisiana StreetSuite 1700 Houston, TX 77002 Attn:  Carlos Treistman Email:  treistmanc@gtlaw.com

Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties hereto.  All such notices and other communications shall, when transmitted by overnight delivery, or sent by telecopier, be effective when delivered.

8.2          Benefit of Agreement and Assignments.

Nothing in this Agreement, express or implied, shall give to any Person other than the parties hereto or thereto (not including successors or assigns) any benefit or any legal or equitable right, remedy or claim under this Agreement.  Subject to the provisions of Section 5, the Warrant and the Common Stock and Preferred Stock for which the Warrant may be exercised, may be transferred in whole or in part.

8.3          No Waiver; Remedies Cumulative.  No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder and no course of dealing between the Company and any other party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under the Warrant preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.  The rights and remedies provided herein and in the Warrant are cumulative and not exclusive of any rights or remedies that the parties would otherwise have.  No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the other parties hereto to any other or further action in any circumstances without notice or demand.

8.4          Amendments, Waivers and Consents.  This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with the written consent of the Company and the Purchaser.  No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement not expressly amended or waived or thereby impair any right consequent thereon.  As used herein, the term this “Agreement” and references thereto shall mean this Agreement as it may from time to time be amended, supplemented or modified.

8.5          Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all,

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of the parties hereto.  For the purposes of the Closing, signatures transmitted via telecopy (or other facsimile device) will be accepted as original signatures if the sender on the same day sends a manually executed signature page by a recognized overnight delivery service (charges prepaid).

8.6          Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

8.7          Survival of Covenants and Indemnities.  All covenants and indemnities set forth herein shall survive the execution and delivery of this Agreement, the issuance of the Warrant, the Warrant Shares and the Preferred Stock and, except as otherwise expressly provided herein with respect to covenants and any other obligations hereunder.

8.8          Governing Law; Submission to Jurisdiction; Venue.

(a)          THIS AGREEMENT AND THE SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

(b)          If any action, proceeding or litigation shall be brought by any Purchaser in order to enforce any right or remedy under this Agreement or the Warrant, the Company hereby consents and will submit, and will cause its Subsidiaries to submit, to the jurisdiction of any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement.  The Company hereby irrevocably waives any objection, including, but not limited to, any objection to the laying of venue or based on the grounds of forum non convienes, which it may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction.  The Company further agrees that it shall not, and shall cause its Subsidiaries not to, bring any action, proceeding or litigation arising out of this Agreement or the Warrant in any state or federal court other than any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement.

(c)          The Company irrevocably consents to the service of process of any of the aforementioned courts in any such action, proceeding or litigation by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Company at its address set forth in Section 8.1, such service to become effective thirty (30) days after such mailing.

(d)          Nothing herein shall affect the right of any Purchaser to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company in any other jurisdiction.  If service of process is made on a designated agent it should be made by either (i) personal delivery or (ii) mailing a copy of summons and complaint to the agent via registered or certified mail, return receipt requested.

(e)          THE COMPANY AND THE PURCHASER HEREBY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE WARRANT.

8.9          Severability.  If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

8.10          Entirety.  This Agreement represents the entire agreement of the parties hereto and thereto, and supersedes all prior agreements and understandings, oral or written, if any, relating to the Financing Documents or the transactions contemplated herein or therein.

8.11          Survival of Representations and Warranties.  All representations and warranties made by the Company herein shall survive the execution and delivery of this Agreement, the issuance and transfer of all or any portion of the Common Stock or Preferred Stock pursuant to the Warrant or the issuance of the Common Stock upon

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conversion of any shares of Preferred Stock issued in lieu of shares of Common Stock, and any other obligations hereunder, regardless of any investigation made at any time by or on behalf of the Purchasers.

8.12          Construction.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

8.13          Incorporation.  All Exhibits and Schedules attached hereto are incorporated as part of this Agreement as if fully set forth herein.

8.14          Non-Recourse.  Except as explicitly provided in this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of the Company or the Purchaser shall in such capacity have any liability for any obligations or liabilities of the Company or any Purchaser, respectively, under this Agreement or for any claim (under tort or contract law) based on, in respective of, or by reason of, the transactions contemplated hereby.

8.15          Further Assurances.  Each of the parties hereto shall, upon reasonable request of any other party hereto, do, make and execute all such documents, acts, matters and things as may be reasonably required in order to give effect to the transactions contemplated hereby.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
By:	/s/ Shawn Singh
Name:	Shawn Singh
Title:	General Counsel

EXHIBITS AND SCHEDULES

Exhibit A –         Certificate of Designation

Exhibit B –          Registration Rights Agreement

Exhibit C –          Board Resolutions Regarding TBPP

Schedule 4.1      Capitalization

Schedule 4.1

Capitalization

· The equity interests of substantially all of the Company’s direct and indirect Subsidiaries have been pledged as collateral for the senior secured credit facilities closing on the date hereof.  In connection with such pledge, the secured parties have been granted power of attorney, proxy, and similar rights customarily granted to secured parties in connection with the exercise of their remedies with respect to the equity interests of such Subsidiaries.

· Subject to Section 4.3 of this Agreement, the obligations of the Company in the TBPP.

· Obligation to issue 1 million shares of Common Stock to Transport Enterprise Leasing, LLC

Back to Form 8-K

EX-10.4

Exhibit 10.4

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE SECURITIES.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. CENTRAL TIME ON JULY 31, 2025 (THE “EXPIRATION DATE”).

No. 001

CELADON GROUP, INC.

WARRANT TO PURCHASE SIXTEEN MILLION

 SHARES OF COMMON STOCK, PAR VALUE $0.033 PER SHARE

For VALUE RECEIVED, LUMINUS ENERGY PARTNERS MASTER FUND, LTD. (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Celadon Group, Inc., a Delaware corporation (“Company”), at any time from and after the date hereof (the “Initial Exercise Date”) and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $0.01 (the exercise price in effect being herein called the “Warrant Price”), sixteen million (16,000,000) shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.033 per share (“Common Stock”), subject to Section 7(b).  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

This Warrant has been issued by the Company pursuant to that certain Warrant Purchase Agreement, dated July 31, 2019, among the Company and the Warrantholder (the “Purchase Agreement”).

Section 1.          Registration.  The Company shall maintain books for the transfer and registration of the Warrant.  Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

Section 2.          Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant, in whole or in part, from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms.  A new Warrant shall be issued to the transferee and, if the Warrant is only transferred in part, a new Warrant shall be issued to the previous holder for the remaining portion of the Warrant, and the surrendered Warrant shall be canceled by the Company.

Section 3.          Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this

Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.  Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement are true and correct in all material respects with respect to the Warrantholder as of the time of such exercise.  Notwithstanding the foregoing, to effect the exercise of the Warrant hereunder, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised.  The Warrantholder and the Company shall maintain records showing the amount exercised and the dates of such exercise.  The Company’s records shall be presumed correct absent manifest error. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.

Section 4.          Compliance with the Securities Act of 1933.  Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.          Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant.  The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.          Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7.          Reservation of Common Stock; Preferred Stock Issuance In lieu of Issuance of Common Stock.

(a)          The Company and the Warrantholder acknowledge that currently there are an insufficient number of shares of authorized Common Stock of this Company to permit the exercise in full of this Warrant.  The Company and the Warrantholder further acknowledges that as of the Initial Exercise Date, the Company is not in compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Company shall use its best efforts to bring the Company into compliance with its reporting obligations under the Exchange Act as promptly as possible after the date hereof.  At its first meeting of Shareholders following the Company being in compliance with its reporting obligations under the Exchange Act (the “Compliance Date”), the Company will propose for a vote of its shareholders that the certificate of incorporation of the Company be amended to increase the number of authorized shares of Common Stock of the Company to One Hundred Million (100,000,000), which is an amount sufficient to permit full exercise of the Warrant and decrease the par value of each share to one cent or less (the “Increase Authorization”).  The immediately preceding sentence notwithstanding, to facilitate re-listing under any stock exchange or as otherwise advisable in the judgment of the Company’s board of directors, the Company shall have the right to effect a reverse stock split or other share combination in conjunction with or immediately following the described shareholder vote, in which case the number of authorized shares, Warrant Shares (and Substitute Preferred Shares), Warrant Price, and par value will be adjusted as described in Subsection 8(B).

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(b)          Prior to the Increase Authorization, in the event this Warrant is exercised, or any holder of this Warrant informs the Company of its intention to exercise this Warrant, in whole or in part, and the Company then has an insufficient number of shares of Common Stock authorized to honor such exercise or the par value of the Common Stock has not been reduced to one cent or less, the Board of Directors shall adopt the Certificate of Designation attached hereto as Exhibit A (the “Certificate of Designation”) authorizing the issuance of shares of preferred stock of the Company (the “Substitute Preferred Shares”) in lieu thereof.  The Company shall issue, and the Warrantholder will accept, the one (1) Share of Substitute Preferred Shares in lieu of each one thousand (1,000) shares of Common Stock which the Company would otherwise be required to issue pursuant to this Warrant.  The Certificate of Designation with respect to the Substitute Preferred Shares provides that following the Issuance Authorization, the Substitute Preferred Shares shall automatically be converted into the number of shares of Common Stock for which the Warrant was previously exercised, the Company shall issue such shares of Common Stock to the Warrantholder within three (3) business days of the adoption of the Increase Authorization, and the Substitute Preferred Shares will be cancelled.

(c)          At any time following the satisfaction of the Increase Authorization, this Warrant is exercisable, the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant; and (d) the Company agrees that all Warrant Shares (and Substitute Preferred Shares) issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Section 8.          Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

A.           Warrant Price Adjustment.

1.       If the Company shall issue, on or after the date hereof, any Additional Stock (as defined below) for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock, the Warrant Price in effect immediately prior to each such issuance shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock.

2.      No adjustment of the Warrant Price shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to five (5) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of five (5) years from the date of the event giving rise to the adjustment being carried forward.  Except to the limited extent provided for in subsections 8(A)(5)(c) and (5)(d), no adjustment of such Warrant Price pursuant to this subsection 8(A)(2) shall have the effect of increasing the Warrant Price above the Warrant Price in effect immediately prior to such adjustment.

3.      In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefore before deducting any reasonable discounts, commission or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

4.      In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors irrespective of any accounting treatment.  In the event that the Warrantholder disagrees with the determination of the fair market value of any consideration and the Board of Directors of the Company and the Warrantholder are unable to agree upon such fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to determine the fair market value of such

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consideration.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

5.     In the case of the issuance of options to purchase or warrants or other rights to subscribe for or receive Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for or receive such convertible or exchangeable securities, whether such rights or the underlying Common Stock is vested or unvested, or subject to later forfeiture, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

a.     The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 8 (A)(3) and 8(A)(4)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

b.     The aggregate maximum number of shares of Common Stock deliverable upon conversion or, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 8 (A)(3) and 8(A)(4).

c.     In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

d.    The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 8 (A)(5)(a) and (b) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 8(A)(5)(a) or (b).

e.     “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 8(A)(5)) by the Company on or after the date hereof.

B.         Subdivision or Combination.

1.      In the event the Company should at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or

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other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Warrant Price shall be appropriately decreased and the number of shares of Common Stock issuable on exercise of the Warrant or conversion of each Substitute Preferred Share shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

2.     If the number of shares of Common Stock outstanding at any time after the Initial Exercise Date is decreased by a reverse stock split or combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Warrant Price shall be appropriately increased and the number of shares of Common Stock issuable on exercise of the Warrant or conversion of each Substitute Preferred Share shall be decreased in proportion to such decrease in outstanding shares.

C.       Warrant Share Adjustment.  If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this Section 8(C) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

Section 9.          Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.  “Market Price” as of a particular date (the “Valuation Date”) shall mean the following:  (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value, the

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Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to decide such fair market value.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

Section 10.          Extension of Expiration Date.  If the Company defers the filing of any Registration Statement covering Registrable Securities (unless otherwise defined herein, capitalized terms are as defined in the Registration Rights Agreement, dated as of the Initial Exercise Date, relating to the Warrant Shares (the “Registration Rights Agreement”)) pursuant to Section 3(r) of the Registration Rights Agreement occurs, and the deferral (whether alone, or in combination with any other deferral) continues for more than 90 days in any twelve-month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 90-day limits, as the case may be, that the deferral continues.

Section 11.          Benefits.  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

Section 12.          Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 13.          Identity of Transfer Agent.  The Transfer Agent for the Common Stock is American Stock Transfer & Trust Company, LLC.  Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.

Section 14.          Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given and received as hereinafter described (i) if given by personal delivery, then such notice shall be deemed received upon such delivery, (ii) if given by certified mail return receipt requested, then such notice shall be deemed received upon the day such return receipt is signed, and (iii) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  Copies of such notices shall also be transmitted by email to the email address provided for on the signature page of the Purchase Agreement.  All notices shall be addressed as follows:  if to the Warrantholder, at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:

If to the Company:

Celadon Group, Inc.

One Celadon Drive

9503 E. 33^rd Street

Indianapolis, IN 46253-4207

With a copy to:

Scudder Law Firm, P.C., L.L.O.

411 S. 13^th Street, Suite 200

Lincoln, NE 68508

Attn: Mark Scudder

Section 15.          Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent Warrantholder shall be entitled to such rights.

Section 16.          Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

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Section 17.          Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 18.          Cashless Exercise.  In lieu of exercising this Warrant in the manner set forth in Section 3, the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  The Company shall use reasonable commercial efforts to permit the exercise of this Warrant by the Warrantholder on a tax-free basis pursuant to this Section 18.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A – B)        A

where

X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A = the Market Price of one share of Common Stock as of the date the net issue election is made; and

B = the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 19.          No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 20.          Amendment; Waiver.  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders of Warrants representing a majority of the number of shares of Common Stock then subject to all outstanding Warrants (the “Majority Holders”); provided, that (x) any such amendment or waiver must apply to all Company Warrants; and (y) the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder.

Section 21.          Section Headings.  The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 31^st day of July, 2019.

CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

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APPENDIX ACELADON GROUP INC. WARRANT EXERCISE FORM

To Celadon Group, Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

Name

Address 

Federal Tax ID or Social Security No.

and delivered by (certified mail to the above address, or

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: _____________,_______

Note:    The signature must correspond with Signature: ________________         

the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.

Name (please print)

Address

Federal Idenification or Social Security No.

Assignee:

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APPENDIX BCELADON GROUP, INC. NET ISSUE ELECTION NOTICE

To:          Celadon Group, Inc.:

Date:      []

The undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [________] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [______] shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

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Back to Form 8-K

EX-10.5

Exhibit 10.5

CIC Warrant

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY RULE PROMULGATED UNDER SUCH ACT WHICH IS A SUCCESSOR TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE SECURITIES.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. CENTRAL TIME ON JULY 31, 2030 (THE “EXPIRATION DATE”).

No. 001

CELADON GROUP, INC.

WARRANT TO PURCHASE FIVE MILLION FOUR HUNDRED

SEVENTY-TWO THOUSAND EIGHT HUNDRED FORTY-FIVE

 SHARES OF COMMON STOCK, PAR VALUE $0.033 PER SHARE

For VALUE RECEIVED, LUMINUS ENERGY PARTNERS MASTER FUND, LTD. (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Celadon Group, Inc., a Delaware corporation (“Company”), at any time from and after the occurrence of a Change of Control (the “Initial Exercise Date”) and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $0.01 (the exercise price in effect being herein called the “Warrant Price”), five million four hundred seventy‑two thousand eight hundred forty‑five (5,472,845) shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.033 per share (“Common Stock”), subject to Section 7(b).  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

This Warrant has been issued by the Company pursuant to that certain Warrant Purchase Agreement, dated July 31, 2019, between the Company and the Luminus Energy Partners Master Fund, Ltd. (the “Purchase Agreement”).

In addition to other terms defined herein, the following terms shall have the meanings specified herein:

“Change in Control” shall mean the occurrence of one or more of the following events:  (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, “option right”)), directly or indirectly, of a majority of the Equity Interests of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option, warrant or other contractual right) or (ii) a majority of the members of the board of directors of the Company do not constitute Continuing Directors.  Notwithstanding the foregoing, it is understood that no Change in Control will result from the exercise of this Warrant and/or Initial Warrant or upon the conversion into Common Stock of any Equity Interests issued pursuant to the Warrants or the Initial Warrant.

“Continuing Director” shall mean (a) any member of the board of directors who was a director (or comparable manager) of the Company on the Closing Date, or (b) any individual who becomes a member of the board of directors of the Company after the Closing Date if such individual was approved, appointed or nominated for election to the board of directors of the Company by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition  to the board of directors of the Company in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of the Company and whose initial assumption of office resulted from such contest or the settlement thereof, unless such individual was proposed for election by the Warrantholder or any of its Affiliates.

“Equity Interests” shall mean, with respect to the Company, all of the shares of capital stock of (or other ownership or profit interests in) of the Company, all of the warrants, options or other rights for the purchase or acquisition from the Company of shares of capital stock of (or other ownership or profit interests in) the Company, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) the Company or warrants, rights or options for the purchase or acquisition from the Company of such shares (or such other interests), and all of the other ownership or profit interests in the Company (including partnership, member or trust interests therein), whether voting or nonvoting, or common or preferred, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Initial Warrant” means that certain warrant of even date herewith issued by the Company to the Warrantholder to purchase 16,000,000 shares of Common Stock of the Company.

“Subsidiary” shall mean, with respect to the Company, any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with generally accepted accounting principles as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the Company or one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company.

Section 1.          Registration.  The Company shall maintain books for the transfer and registration of the Warrant.  Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

Section 2.          Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant, in whole or in part, from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms.  A new Warrant shall be issued to the transferee and, if the Warrant is only transferred in part, a new Warrant shall be issued to the previous holder for the remaining portion of the Warrant, and the surrendered Warrant shall be canceled by the Company.

Section 3.          Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds (or, in certain circumstances, by cashless exercise as provided below) of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in the Exercise Agreement.  If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.  Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement are true and correct in all material respects with respect to the Warrantholder as of the time of such exercise.  Notwithstanding the foregoing, to effect

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the exercise of the Warrant hereunder, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised.  The Warrantholder and the Company shall maintain records showing the amount exercised and the dates of such exercise.  The Company’s records shall be presumed correct absent manifest error.  The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.

Section 4.          Compliance with the Securities Act of 1933.  Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.          Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant.  The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.          Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7.          Reservation of Common Stock; Preferred Stock Issuance In lieu of Issuance of Common Stock.

(a)          The Company and the Warrantholder acknowledge that currently there are an insufficient number of shares of authorized Common Stock of this Company to permit the exercise in full of this Warrant.  The Company and the Warrantholder further acknowledges that as of the Initial Exercise Date, the Company is not in compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Company shall use its best efforts to bring the Company into compliance with its reporting obligations under the Exchange Act as promptly as possible after the date hereof.  At its first meeting of Shareholders following the Company being in compliance with its reporting obligations under the Exchange Act (the “Compliance Date”), the Company will propose for a vote of its shareholders that the certificate of incorporation of the Company be amended to increase the number of authorized shares of Common Stock of the Company to One Hundred Million (100,000,000), which is an amount sufficient to permit full exercise of the Warrant and decrease the par value of each share to one cent or less (the “Increase Authorization”).  The immediately preceding sentence notwithstanding, to facilitate re-listing under any stock exchange or as otherwise advisable in the judgment of the Company’s board of directors, the Company shall have the right to effect a reverse stock split or other share combination in conjunction with or immediately following the described shareholder vote, in which case the number of authorized shares, Warrant Shares (and Substitute Preferred Shares), Warrant Price, and par value will be adjusted as described in Subsection 8(B).

(b)          Prior to the Increase Authorization, in the event this Warrant is exercised, or any holder of this Warrant informs the Company of its intention to exercise this Warrant, in whole or in part, and the Company then has an insufficient number of shares of Common Stock authorized to honor such exercise or the par value of the Common Stock has not been reduced to one cent or less, the Board of Directors shall adopt the Certificate of Designation attached hereto as Exhibit A (the “Certificate of Designation”) authorizing the issuance of shares of preferred stock of the Company (the “Substitute Preferred Shares”) in lieu thereof.  The Company shall issue, and the Warrantholder will accept, the one (1) Share of Substitute Preferred Shares in lieu of each one thousand (1,000) shares of Common Stock which the Company would otherwise be required to issue pursuant to this Warrant.  The Certificate of Designation with respect to the Substitute Preferred Shares provides that following the Issuance Authorization, the Substitute Preferred Shares shall automatically be converted into the number of shares of Common Stock for which the Warrant was previously exercised, the Company shall issue such shares of Common Stock to the

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Warrantholder within three (3) business days of the adoption of the Increase Authorization, and the Substitute Preferred Shares will be cancelled.

(c)          At any time following the satisfaction of the Increase Authorization, this Warrant is exercisable, the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant; and (d) the Company agrees that all Warrant Shares (and Substitute Preferred Shares) issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Section 8.          Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

A.       Warrant Price Adjustment.

1.       If the Company shall issue, on or after the date hereof, any Additional Stock (as defined below) for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Additional Stock, the Warrant Price in effect immediately prior to each such issuance shall forthwith be adjusted to a price equal to the per share consideration paid or given for such Additional Stock.

2.       No adjustment of the Warrant Price shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to five (5) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of five (5) years from the date of the event giving rise to the adjustment being carried forward.  Except to the limited extent provided for in subsections 8(A)(5)(c) and (5)(d), no adjustment of such Warrant Price pursuant to this subsection 8(A)(2) shall have the effect of increasing the Warrant Price above the Warrant Price in effect immediately prior to such adjustment.

3.      In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefore before deducting any reasonable discounts, commission or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

4.      In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors irrespective of any accounting treatment.  In the event that the Warrantholder disagrees with the determination of the fair market value of any consideration and the Board of Directors of the Company and the Warrantholder are unable to agree upon such fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to determine the fair market value of such consideration.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

5.      In the case of the issuance of options to purchase or warrants or other rights to subscribe for or receive Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for or receive such convertible or exchangeable securities, whether such rights or the underlying Common Stock is vested or unvested, or subject to later forfeiture, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

a.       The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for

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Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 8 (A)(3) and 8(A)(4)), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

b.     The aggregate maximum number of shares of Common Stock deliverable upon conversion or, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 8 (A)(3) and 8(A)(4).

c.     In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable shares, the Warrant Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

d.    The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 8 (A)(5)(a) and (b) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 8(A)(5)(a) or (b).

e.     “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 8(A)(5)) by the Company on or after the date hereof.

B.    Subdivision or Conversion.

1.      In the event the Company should at any time or from time to time after the date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Warrant Price shall be appropriately decreased and the number of shares of Common Stock issuable on the exercise of the Warrant or conversion of each Substitute Preferred Share shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

2.     If the number of shares of Common Stock outstanding at any time after the Initial Exercise Date is decreased by a reverse stock split or combination of the outstanding shares

5

of Common Stock, then, following the record date of such combination, the Warrant Price shall be appropriately increased and the number of shares of Common Stock issuable on exercise of the Warrant or conversion of each Substitute Preferred Share shall be decreased in proportion to such decrease in outstanding shares.

C.     Warrant Share Adjustment.  If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this Section 8(C) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

Section 9.          Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.  “Market Price” as of a particular date (the “Valuation Date”) shall mean the following:  (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association, the closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder.  In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters to decide such fair market value.  The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.

Section 10.          Extension of Expiration Date.  If the Company defers the filing of any Registration Statement covering Registrable Securities (unless otherwise defined herein, capitalized terms are as defined in the Registration Rights Agreement, dated as of the Initial Exercise Date, relating to the Warrant Shares (the “Registration Rights Agreement”)) pursuant to Section 3(r) of the Registration Rights Agreement occurs, and the deferral (whether alone, or in combination with any other deferral) continues for more than 90 days in any twelve-month period, or for more than a total of 90 days, then the Expiration Date of this Warrant shall be extended one day for each day beyond the 90-day limits, as the case may be, that the deferral continues.

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Section 11.          Benefits.  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

Section 12.          Notices to Warrantholder.  Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 13.          Identity of Transfer Agent.  The Transfer Agent for the Common Stock is American Stock Transfer & Trust Company, LLC.  Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder a statement setting forth the name and address of such transfer agent.

Section 14.          Notices.  Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given and received as hereinafter described (i) if given by personal delivery, then such notice shall be deemed received upon such delivery, (ii) if given by certified mail return receipt requested, then such notice shall be deemed received upon the day such return receipt is signed, and (iii) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.  Copies of such notices shall also be transmitted by email to the email address provided for on the signature page of the Purchase Agreement.  All notices shall be addressed as follows:  if to the Warrantholder, at its address as set forth in the Company’s books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’ advance written notice to the other:

If to the Company:

Celadon Group, Inc.

One Celadon Drive

9503 E. 33^rd Street

Indianapolis, IN 46253-4207

With a copy to:

Scudder Law Firm, P.C., L.L.O.

411 S. 13^th Street, Suite 200

Lincoln, NE 68508

Attn:  Mark Scudder

Section 15.          Registration Rights.  The initial Warrantholder is entitled to the benefit of certain registration rights with respect to the shares of Common Stock issuable upon the exercise of this Warrant as provided in the Registration Rights Agreement, and any subsequent Warrantholder shall be entitled to such rights.

Section 16.          Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 17.          Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such

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court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 18.          Cashless Exercise.  In lieu of exercising this Warrant in the manner set forth in Section 3, the Warrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly executed, to the Company.  The Company shall use reasonable commercial efforts to permit the exercise of this Warrant by the Warrantholder on a tax-free basis pursuant to this Section 18.  Thereupon, the Company shall issue to the Warrantholder such number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula:

X = Y (A – B)        A

where

X = the number of shares of Common Stock to which the Warrantholder is entitled upon such cashless exercise;

Y = the total number of shares of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which the purchase rights are to be canceled as payment therefor);

A = the Market Price of one share of Common Stock as of the date the net issue election is made; and

B = the Warrant Price in effect under this Warrant at the time the net issue election is made.

Section 19.          No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 20.          Amendment; Waiver.  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the holders of a majority of the Warrants representing at least a majority of the number of shares of Common Stock then subject to all outstanding Warrants (the “Majority Holders”); provided, that (x) any such amendment or waiver must apply to all Company Warrants; and (y) the number of Warrant Shares subject to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived, without the written consent of the Warrantholder.

Section 21.          Section Headings.  The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 31^st day of July, 2019.

CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

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APPENDIX ACELADON GROUP INC. WARRANT EXERCISE FORM

To Celadon Group, Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

Name

Address 

Federal Tax ID or Social Security No.

and delivered by (certified mail to the above address, or

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: _____________,_______

Note:    The signature must correspond with Signature: ________________         

the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.

Name (please print)

Address

Federal Idenification or Social Security No.

Assignee:

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APPENDIX BCELADON GROUP, INC. NET ISSUE ELECTION NOTICE

To:          Celadon Group, Inc.:

Date:       []

The undersigned hereby elects under Section 18 of this Warrant to surrender the right to purchase [________] shares of Common Stock pursuant to this Warrant and hereby requests the issuance of [______] shares of Common Stock.  The certificate(s) for the shares issuable upon such net issue election shall be issued in the name of the undersigned or as otherwise indicated below.

Signature

Name for Registration

Mailing Address

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Back to Form 8-K

EX-10.6

Exhibit 10.6

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2019, is entered into by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and Luminus Energy Partners Master Fund, Ltd., a Delaware limited liability company (the “Buyer”).

RECITALS

A.          Pursuant to the Warrant Purchase Agreement by and between the parties hereto, dated as of July 31, 2019 (the “Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell to Buyer a Warrant (as such term is defined in the Purchase Agreement) (the “Warrant”), which Warrant will be exercisable either for shares (the “Preferred Shares”) of the Company’s preferred stock, $1.00 par value per share, which will be convertible into shares of the Company’s common stock, par value $0.033 per share (the “Common Stock”) or for shares of Common Stock from and after the date of the Increase Authorization (as defined in the Warrant).

B.          To induce Buyer to consummate the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer hereby agree as follows:

1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following terms shall have the following meanings:

(a)          “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar successor statute.

(b)          “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

(c)          “Closing Date” shall have the meaning set forth in the Purchase Agreement.

(d)          “Commencement Date” shall mean the first date following the Compliance Date.

(e)          “Common Stock” is defined in the recitals.

(f)          “Compliance Date” has the meaning set forth in the Warrant.

(g)          “Conversion Shares” shall mean any shares of Common Stock issued or issuable upon conversion of the Preferred Shares.

(h)          “Demand Registration Statement” shall mean a Registration Statement which covers the Registrable Securities requested to be included therein pursuant to the provisions of Section 2(a).

(i)          “Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

(j)          “Effectiveness Deadline” means (i) with respect to any Registration Statement required to be filed pursuant to Section 2(a), the earlier of the (A) 90^th calendar day after the applicable Request Date (or the 135^th calendar day after the applicable Request Date in the event that such Registration Statement is subject to review by the SEC) and (B) 2^nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90^th calendar day following the date on which the Company was required to file such additional Registration Statement (or the 135^th calendar day after such date in the event that such Registration Statement is subject to review by the SEC) and (B) 2^nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review.

(k)          “Initiating Investors” means, with respect to a particular registration, the Investor or Investors, as applicable, who initiated the Request for such registration.

(l)          “Investor” means Buyer or any transferee or assignee of any Registrable Securities, the Warrant or Preferred Shares, as applicable, to whom Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Warrant or Preferred Shares, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

(m)          “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(n)          “Preferred Shares” is defined in the recitals.

(o)          “Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading.

(p)          “register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.

(q)          “Registrable Securities” means (i) the Conversion Shares, the Warrant Shares and the Preferred Shares and (ii) any capital stock of the Company issued or issuable with respect to the Conversion Shares, the Warrant Shares or the Preferred Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of any other entity into which the shares of Common Stock are converted or exchanged as contemplated by Section 8.C. of the Warrant or to Section 8.B.1 of the Warrant.

(r)          “Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering Registrable Securities and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein.

(s)          “Required Investors” means the holders of at least a majority of the Registrable Securities.

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(t)          “Required Investors of the Registration” means, with respect to a particular registration, one or more Investors of Registrable Securities who would hold a majority of the Registrable Securities to be included in such registration.

(u)          “Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration.

(v)          “Rule 415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(w)          “SEC” means the United States Securities and Exchange Commission or any successor thereto.

(x)          “Trading Day” means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market, or (ii) if the Common Stock is not listed on its Principal Trading Market, a day on which the Common Stock is traded on any Trading Market, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over the counter market as reported in the “pink sheets” by OTC Markets Group Inc., or any similar organization or agency succeeding to its functions of reporting prices; provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

(y)          “Trading Market” means whichever of the New York Stock Exchange, the NYSE MKT LLC, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

(z)          “Transaction Documents” means this Agreement, the Warrant and the Purchase Agreement.

(aa)          “Underwriters” means the underwriters, if any, of the offering being registered under the 1933 Act.

(bb)          “Underwritten Offering” means a sale of securities of the Company to an Underwriter or Underwriters for re-offering to the public.

(cc)          “Warrant Shares” means any shares of Common Stock issued or issuable upon exercise of the Warrant.

2. Registration.

(a)          Demand Registration.

(i) Right to Demand Registration.

(1)      Subject to Section 2(a)(iii), at any time or from time to time on or after the Commencement Date, one or more Investors holding at least 25% of the Registrable Securities then outstanding shall have the right to request in writing that the Company register all or part of such Investors’ Registrable Securities (a “Request”) by filing with the SEC a Demand Registration Statement with respect to an Underwritten Offering (each, a “Demand Registration”). A Demand Registration may be effected on Form S-1 or any successor form or, if available, on Form S-3 or any successor form (including, if requested by the Initiating Investors, a shelf registration statement pursuant to Rule 415 under the 1933 Act (a “Shelf Registration Statement”)).

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(A)      Each Request shall specify the amount of Registrable Securities intended to be disposed of by each such Investor.

(B)      As promptly as practicable after the Company’s receipt of a Request from one or more Investors constituting Required Investors with respect to such Underwritten Offering (such date, the “Request Date”), but no later than five (5) Business Days after the Request Date, the Company shall give written notice of such requested registration to all other Investors of Registrable Securities.

(C)     Subject to Section 2(a)(ii), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Investors and (ii) the Registrable Securities intended to be disposed of by any other Investor which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof) to the Company for inclusion thereof in such registration within ten (10) days after the receipt of such written notice from the Company.

(D)     The Company, as expeditiously as possible, but in any event within thirty (30) days (forty-five (45) days for any filing on Form S-1) following the Request Date (the “Filing Deadline”), shall cause to be filed with the SEC a Demand Registration Statement providing for the registration under the 1933 Act of the Registrable Securities which the Company has been so requested to register by all such Investors, to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Request or further requests.

(E)    The Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter but in no event later than the Effectiveness Deadline therefor and to keep such Demand Registration Statement continuously effective until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller(s) thereof set forth in such Demand Registration Statement, provided that with respect to any Demand Registration Statement, such period need not extend beyond the applicable Registration Period (as defined below).

(2)       A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Required Investors of the Registration (a “Withdrawn Request”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by the Required Investors of the Registration (a “Withdrawn Demand Registration”).

(3)      A Demand Registration Statement shall not be deemed to have become effective (and the related Demand Registration will not be deemed to have been effected or requested) (i) unless it has been declared effective by the SEC and remains effective in compliance with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities covered by such Demand Registration Statement for the applicable Registration Period, (ii) if the offering of any Registrable Securities pursuant to such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, or (iii) if the conditions to closing specified in an underwriting agreement to which the Company is a party are not satisfied other than by the sole reason of any breach or failure by the Investors of Registrable Securities or are not otherwise waived.

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(4)    The registration rights granted pursuant to the provisions of this Section 2(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

(ii)               Priority in Demand Registrations.  If the sole or lead managing Underwriter (as the case may be) of any Demand Registration that is an Underwritten Offering shall advise the Company that, in its opinion, the amount of Registrable Securities requested to be included in such Demand Registration exceeds the number which can be sold in such offering within a price range acceptable to the Required Investors of the Registration, the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Investors, allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor (on an as converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party and without regard to whether such securities are then convertible or exercisable).  The Company shall promptly inform each Investor regarding the receipt of any such advice, and of the proposed allocation.  In the event the Company shall not, by virtue of this Section 2(a)(ii), include in any Demand Registration all of the Registrable Securities of any Investor requesting to be included in such Demand Registration, such Investor may, upon written notice to the Company given within five (5) days of the time such Investor first is notified of such matter (or such lesser time as the managing Underwriter shall advise is available so as not to interfere with the offering), reduce the amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Demand Registration.

(iii)           Limitation on Registrations. The Company shall not be required to effect a Demand Registration pursuant to a Registration Statement on Form S-1 or any successor form more than three (3) times for the Investors as a group pursuant to the terms of this Agreement. For the avoidance of doubt, there shall be no limit to the number of Demand Registrations the Company shall be required to effect pursuant to a Registration Statement on Form S-3 or any successor form at any time that the Company is eligible to use such Form for a Registration Statement pursuant hereto.

(iv)          Underwriting. Notwithstanding anything to the contrary contained in Section 2(a)(i), if the applicable Required Investors of the Registration elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and such Required Investors of the Registration may require that all Persons (including other Investors) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Required Investors of the Registration. If any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of the Required Investors participating in the Registration (such approval not to be unreasonably withheld or delayed).

(v)         Other Registrations. During the period (i) beginning on the date of a Request and (ii) ending on the date that is ninety (90) days after the date that a Demand Registration Statement filed pursuant to such Request has been declared effective by the SEC or, if the Required Investors of the Registration shall withdraw such Request or such Demand Registration Statement, on the date of such Withdrawn Request or such Withdrawn Registration Statement, the Company shall not, without the consent of the Required Investors of the Registration, file a registration statement pertaining to any other equity securities of the Company (other than a registration relating solely to the sale of securities to participants in a Company employee stock or similar plan on Form S-8 or

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a registration statement relating solely to an acquisition or business combination to which the Company is a party filed on Form S-4).

(vi)        Registration Statement Form. Registrations under this Section 2(a) shall be on such appropriate and available registration form of the SEC (i) as shall be selected by the Company and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended method or methods of disposition specified in the requests for registration. The Company agrees to include in any such Registration Statement all information which any selling Investor, upon advice of counsel, shall reasonably request.

(b)          Piggyback Registration.

(i)                Right to Include Registrable Securities.

(1)       If the Company at any time from time to time proposes to register any of its securities under the 1933 Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall be given at least ten (10) Trading Days prior to such proposed registration) to all Investors of Registrable Securities of its intention to undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Investors’ right to participate in such registration under this Section 2(b) as hereinafter provided. Subject to the other provisions of this Section 2(b)(i) and Section 2(b)(ii), upon the written request of any Investor made within ten (10) calendar days after the receipt of such written notice (which request shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof), the Company shall effect the registration under the 1933 Act of all Registrable Securities requested by Investors to be so registered  (a “Piggyback Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 3. If a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. The Investors requesting inclusion in a Piggyback Registration may, at any time prior to the Effective Date of the Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion.

(2)        If at any time after giving written notice of its intention to register any securities and prior to the Effective Date of the Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Investor and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Investors to cause such registration to be effected as a registration under Section 2(a), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other securities; provided, however, if such delay shall extend beyond 120 days from the date the Company received a request to

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include Registrable Securities in such Piggyback Registration, then the Company shall again give all Investors the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Piggyback Registrations pursuant to this Section 2(b) which the Company is obligated to effect.

(3)        The registration rights granted pursuant to the provisions of this Section 2(b) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

(ii)               Priority in Piggyback Registration. If a Piggyback Registration involves an Underwritten Offering (on a firm commitment basis), and the sole or the lead managing Underwriter (as the case may be) of such Underwritten Offering shall advise the Company prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities being offered (and the Company shall promptly inform each Investor regarding the receipt of such advice), the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities proposed to be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them and (B) second, the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in proportion to the number of securities requested to be included in such registration by each of them, provided that in the event the Company will not, by virtue of this Section 2(b)(ii), include in any such registration all of the Registrable Securities of any Investor requested to be included in such registration, such Investor may, upon written notice to the Company given within three (3) days of the time such Investor first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Investors not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such registration.

(c)          Registration of Other Securities. Whenever the Company shall effect a Demand Registration, no securities other than the Registrable Securities shall be covered by such registration unless (a) the Required Investors of the Registration shall have consented in writing to the inclusion of such other securities and (b) no Investor is unable to include any of its Registrable Securities requested for inclusion in such registration by reason of Section 2(a)(ii).

(d)          Underwritten Offerings.

(i)         Demand Underwritten Offerings.  If requested by the sole or lead managing Underwriter for any Underwritten Offering effected pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such offering.

(ii)       Investors of Registrable Securities to be Parties to Underwriting Agreement.  The Investors holding the Registrable Securities to be distributed by Underwriters in an Underwritten Offering contemplated by Section 2 shall be parties to the underwriting agreement between the Company and such Underwriters and may, at such Investors’ option, require that any or all of the

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representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall also be made to and for the benefit of such Investors of Registrable Securities and that any or all of the conditions precedent to the obligations of such Underwriters under such underwriting agreement be conditions precedent to the obligations of such Investors of Registrable Securities; provided, however, the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a selling Investor for inclusion in the Registration Statement.  No Investor shall be required to make any representations or warranties to, or agreements with, the Company or the Underwriters other than representations, warranties or agreements regarding such Investor, such Investor’s Registrable Securities and such Investor’s intended method of disposition.

(iii)       Participation in Underwritten Registration.  Notwithstanding anything herein to the contrary in this Section 2, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.

(e)          Allocation of Registrable Securities.  The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall first be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors  which are covered by such Registration Statement.

(f)          Legal Counsel. Subject to Section 5 hereof, Buyer shall have the right to select one (1) legal counsel to represent it in connection with any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Greenberg Traurig, LLP or such other counsel as thereafter designated by Buyer..

(g)          Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement.  If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(b)(ii)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “filing failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”), (ii) other than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(b)(i)) cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (following any successful listing) the shares of Common Stock on the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if, following the Commencement Date, the Company fails to file with the SEC, any required reports under Section 13 or 15(d) of the 1934 Act (as defined below) such that it is not in compliance with Rule 144(c)(1) (a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such

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delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of Market Price of the Registrable Securities (as defined in the Warrant) of all of such Investor’s Registrable Securities then held (or if such failure relates to only a portion of the Registrable Securities, then only with respect to the Investor’s allocable cash investment with respect to the security that is exercisable or convertible (as the case may be) into such portion of such Registrable Securities) (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every sixty (60) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than sixty (60) days). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any sixty (60) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure.  In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate of all Registration Delay Payments payable by the Company hereunder exceed the lesser of (i) three and one‑half percent (3.5%) of the aggregate Market Price of all Registrable Securities and (ii) $800,000.

3. Related Obligations.

Whenever the Company is required to effect the registration of Registrable Securities under the 1933 Act pursuant to Section 2 of this Agreement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto, and the Company shall have the following obligations:

(a)          The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities required to be covered by such Registration Statement (but in no event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) (and if such offering is under a Shelf Registration Statement, such effectiveness shall be pursuant to Rule 415 for resales by the Holders on a delayed or continuous basis at then-prevailing market prices (and not fixed prices)) at all times until (i) if such Registration Statement is not a Shelf Registration Statement, one hundred and eighty (180) days after the Effective Date of such Registration Statement or (ii) if such Registration Statement is a Shelf Registration Statement, the date on which the Holders shall have sold all of the Registrable Securities covered by such Shelf Registration Statement (as applicable) (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or that the

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Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request. Each Shelf Registration Statement shall contain (except if otherwise directed by the Required Investors of the Registration) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit B.

(b)          Subject to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-Q or Form 10-K or any analogous report under the 1934 Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.

(c)          The Company shall permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration Statement ,and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the prospectus contained therein) within a reasonable number of days prior to their filing with the SEC. The Company shall promptly furnish to Legal Counsel and legal counsel for each other Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, unless such correspondence contains any material, non-public information regarding the Company or any of its Subsidiaries [(as defined in the Purchase Agreement)], (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor in performing the Company’s obligations pursuant to this Section 3.

(d)          The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(e)          The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities

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covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f)          The Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or such other number of copies as Legal Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each other Investor and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than ten (10) Business Days after the receipt thereof).

(g)          The Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(h)          At the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified

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public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(i)          Upon the written request of such Investor, in connection with any proposed Request, or Request that has been made, or any proposed or actual Piggyback Registration, the Company shall make available for inspection by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s board of directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement.  Such Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

(j)          The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, including the disclosure of any such information required under SEC rules to be made with respect to an Investor participating as a selling stockholder (and its affiliates), (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k)          Without limiting any obligation of the Company under the Purchase Agreement, from and after the Commencement Date, the Company shall use its reasonable best efforts to cause all of the Registrable Securities covered by each Registration Statement to be listed on the Principal Trading Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(k).

(l)          The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered and sold pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request.

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(m)          If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities.

(n)          The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(o)          The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.

(p)          The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(q)          Within one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

(r)          Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”), provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material, non-public information to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall exceed thirty (30) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of ninety (90) days and (II) the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) above and the date referred to in such notice. The provisions of Section 3(f) hereof shall not be applicable during the period of any Allowable Grace Period and the Company may postpone filing, amending or supplementing a Registration Statement during an Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor [in accordance with the terms of the Purchase Agreement] in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to

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such Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.

(s)          The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable Securities pursuant to each Registration Statement.

4. Obligations of the Investors.

(a)          At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company, at least three (3) Business Days prior to such scheduled filing, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)          Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.

(c)          Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor [in accordance with the terms of the Purchase Agreement] in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.

(d)          In the case of any underwritten public offering of the Company’s equity securities, each Investor agrees (i) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144, or offer to sell, contract to sell (including any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of Registrable Securities, in each case, during the seven (7) days prior to and the seventy-five (75)-day period beginning on the date of closing of such offering (or such lesser period as the underwriters may agree) (except as part of such registration) for such public offering (such period of time, the “Holdback Period”), provided, however, that the Holdback Period shall be the same with respect to all Investors; and (ii) to timely execute and deliver a customary “lock-up” agreement acceptable to the underwriters. The underwriters for any such offering shall be third party beneficiaries of this Section 4(d).

5. Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, Financial Industry Regulatory Authority filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse Buyer for the fees and disbursements of its Legal

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Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited with respect to each Registration Statement to $[50,000].

6. Indemnification.

(a)          To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto and (ii) shall not be available to a particular Investor to the extent such Claim is based on a failure of such Investor to deliver or to cause to be delivered the prospectus made available by the Company (to the extent applicable), including, without limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.

(b)          In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in

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the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.

(c)          Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has at that time agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the

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claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d)          The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e)          The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8. Reports Under the 1934 Act.

The Company shall cause the Commencement Date to occur by no later than June 30, 2020.  With a view to making available to the Investors the benefits of Rule 144, the Company agrees, from and after the Commencement Date and continuing until all Registrable Securities have been sold, to:

(a)          make and keep public information available, as those terms are understood and defined in Rule 144;

(b)          file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c)          furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting,

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submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9. Assignment of Registration Rights.

All or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all or any portion of such Investor’s Registrable Securities, Warrants or Preferred Shares if: (i) such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements, if any, of the Purchase Agreement, the Warrants and the Preferred Shares  (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws.

10. Amendment of Registration Rights.

Provisions of this Agreement may be amended only with the written consent of the Company and the Required Investors. Any amendment effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of the holders of Registrable Securities or (2) imposes any obligation or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Investors may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 10 shall be binding on each Investor, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the holders of Registrable Securities (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s sole discretion). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

11. Miscellaneous.

(a)          Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

(b)          Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided confirmation of transmission is electronically generated and kept on file by the sending party); or (iii) one (1) Business

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Day after deposit with a nationally recognized overnight delivery service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Celadon Group, Inc.

9503 East 33rd Street

One Celadon Drive

Indianapolis, IN

Attention:  Chase Welsh

Email: cwelsh@celadontrucking.com

With a copy (for informational purposes only) to:

Scudder Law Firm, P.C., L.L.O.

411 S. 13^th Street, Suite 200

Lincoln, NE 68508

Attention:  Mark Scudder

Email: mscudder@scudderlaw.com

If to the Buyer:

Luminus Management, LLC

1700 Broadway

26^th Floor

New York, NY 10019

Attention: General Counsel

Email: ssingh@luminusmgmt.com

With a copy (for informational purposes only) to:

Greenberg Traurig, LLP 1000 Louisiana Street, Suite 1700

Houston, TX 77002

Attention:  Carlos Treistman, Esq. Email: treistmanc@gtlaw.com

If to any other Investor, to its address, and/or email address set forth on any signature page or joinder to this Agreement executed and delivered by such Investor, or in any case to such other address, facsimile number and/or email address as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s electronic mail transmission containing the time, date, or electronic mail address and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(c)          Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without

19

any bond or other security being required), this being in addition to any other remedy to which any party may be entitled by law or equity.

(d)          All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)          This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.

(f)          Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6 and 7 hereof.

(g)          The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

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(h)          This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(i)          Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)          The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

(k)          The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement. Each Investor shall be entitled to independently protect (except to the extent set forth in Section 10) and enforce its rights (including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

[signature pages follow]

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IN WITNESS WHEREOF, Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:
CELADON GROUP, INC.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

IN WITNESS WHEREOF, Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

BUYER:
LUMINUS ENERGY PARTNERS MASTER FUNDS, LTD.
By:	/s/ Shawn Singh
Name:	Shawn Singh
Title:	General Counsel

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESSOF REGISTRATION STATEMENT

__________________________________________________________________ Attention:  _____________

Re:          Celadon Group, Inc.

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated as of July [__], 2019 (the “Registration Rights Agreement”), to which  Celadon Group, Inc., a Delaware corporation (the “Company”), and you are parties and pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1][S-3] (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names you as a selling stockholder thereunder.

On behalf of the Company, in connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC.

Very truly yours,

[ISSUER’S COUNSEL]

By:_____________________

EXHIBIT B

PLAN OF DISTRIBUTION

We are registering the shares of common stock [issuable upon [exercise of the warrants and/or conversion of the preferred stock]] to permit the resale of these shares of common stock by the holders of the [shares of common stock / warrants and/or preferred stock] from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.  We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

· on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

· in the over-the-counter market;

· in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

· through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· short sales made after the date the Registration Statement is declared effective by the SEC;

· broker-dealers may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive

commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock [, warrants and/or preferred stock] owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the

Securities Act in accordance with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

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EX-99.1

Exhibit 99.1

	9503 East 33rd Street Indianapolis, IN  46235-4207 (800) CELADON (317) 972-7000
For more information:	FOR IMMEDIATE RELEASE
Paul Svindland	July 31, 2019
Chief Executive Officer (317) 972-7000 psvindland@celadontrucking.com

Celadon Group Completes $165 Million in New Long-Term Financing

· Stable long-term capital structure replaces expiring credit facility

· 3-year, $165 million revolving line of credit and term loan facilities plus     warrants for approximately 33% of common stock and equivalents

· New tractor deliveries are underway, underpinning operating turnaround with high service, improved operating efficiency, and a continued focus on safety

INDIANAPOLIS – July 31, 2019 – Celadon Group, Inc. (“Celadon,” the “Company,” “we,” or “us”) (OTCPink: CGIP) announced today that it has refinanced its former revolving credit facility and obtained $165 million in new financing.

Company Commentary

Chief Executive Officer, Paul Svindland, commented: “This financing provides a solid platform for the next stage of our business turnaround.  A strong capital base is critical to providing dependable service for customers, a modern fleet for our drivers, and a stable home for all Celadon associates. We are grateful to our new financing partners for investing the time to understand our plan and the capital to support it.”

Mr. Svindland continued, “As a company, we are highly energized by the opportunities ahead.  Over the past two years, we have exited several business units and become a focused North American truckload transportation company.  Despite numerous headwinds, including an older tractor fleet, we have achieved meaningful improvements in revenue per seated tractor, customer service, and safety.

“The linchpin to our next round of improvement involves replacing approximately 2,000 four and five-year old tractors with new units.  Our fleet refresh is underway, with approximately 100 new trucks delivered since May, another 100 scheduled for August, and approximately 1,800 more expected to arrive over the next several quarters.  These new trucks will dramatically lower our costs, enhance productivity, and improve the lives and safety of our professional drivers.  Beyond the fleet refresh, we must return to our historical roots as a high-service, low cost provider to our customers. We will have all the tools, and it is now up to our team to execute our plan.”

Mr. Svindland concluded, “Outside of core operations, we expect to complete our financial statement audit during our second or third quarter of fiscal 2020.  Promptly thereafter, we intend to resume filing financial reports with the SEC and to seek a listing on a national stock exchange.”

Revolving Credit Facility

Highlights of the new revolving credit facility include the following:

· Facility Size:  $60.0 million

· Interest Rate:  LIBOR + 3.50%

· Borrowing Base:  90% of eligible U.S and Canadian accounts receivable

· Financial Covenants:  fixed charge ratio, leverage ratio, minimum liquidity, maximum capital expenditures

Term Loans

Highlights of the term loans include the following:

· Facility Size:  $105.0 million, including capitalized fees; senior and junior tranches

· Interest Rate:  LIBOR + 10.25%

· Amortization:  zero first year, 5.0% second year, 7.5% third year

· Financial Covenants:  fixed charge ratio, leverage ratio, minimum liquidity, maximum capital expenditures

Equity Warrants

The junior tranche term loan provider is receiving the warrants in the transaction.  Highlights of the warrants include the following:

· Warrant Shares:  Warrants to purchase 16.0 million common shares (or convertible preferred shares) are exercisable immediately, and warrants to purchase approximately 5.5 million shares become exercisable only in a change of control

· Fully Diluted Percentage:  Aggregate warrants equal approximately 33% of the Company’s fully diluted equity; When added to shares currently owned, the holder’s fully diluted position will be approximately 49.9%

· Strike Price:  One cent per share

· Other:  Board observer rights, registration rights, requirement to hold a stockholders’ meeting to approve an increase in authorized common stock, and the Company’s Board of Directors granted an exemption for the transaction to avoid triggering the Company’s stockholder rights plan

The Company will provide additional information concerning the credit facilities on a Form 8-K to be filed with the United States Securities and Exchange Commission (the “SEC”).

Advisors

Celadon Group, Inc. engaged AlixPartners LLP as financial and operating advisor and Evercore LLC as its investment bank.  Scudder Law Firm, P.C., L.L.O. served as legal counsel for the financing and DLA Piper LLP served as special counsel.

About Celadon

Celadon Group, Inc. (www.celadongroup.com), through its subsidiaries, provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico.

Forward Looking Statements

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including "anticipates," "will," "intended," "believes," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.  In this press release, statements relating to our fleet refresh, future cost savings, the completion of audited financial statements, relisting on a stock exchange, and other expressions of future activities or intent are forward-looking statements.   Actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider factors that could cause actual results to differ from expectations, such as the ability to obtain tractor deliveries on the anticipated terms and schedule; the ability to obtain financing for the tractors included in the fleet refresh including lease purchase financing for independent contractors for a portion of the tractors; the ability to attract and retain drivers, including independent contractors; the realization of the anticipated cost savings, safety improvements, and productivity enhancements from the fleet refresh; delays or inability to complete the financial statement audit or relisting of the common stock; and the risks and other disclosures by the Company in its press releases, stockholder reports, and filings with the SEC.

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