Delaware
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001-34533
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13-3361050
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9503 East 33rd Street
One Celadon Drive, Indianapolis, IN
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46235
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(Address of principal executive offices)
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(Zip Code)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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[ ]
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Emerging growth company
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[ ]
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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.
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Item 1.01 |
Entry into a Material Definitive Agreement.
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(d)
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT DESCRIPTION
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First Amendment to Second Amended and Restated Credit Agreement dated October 4, 2019.
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Amendment No. 1 to Credit and Security Agreement dated October 4, 2019.
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CELADON GROUP, INC.
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Date: October 10, 2019
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By:
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/s/ Vincent Donargo |
Vincent Donargo
Chief Financial Officer
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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First Amendment to Second Amended and Restated Credit Agreement dated October 4, 2019.
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Amendment No. 1 to Credit and Security Agreement dated October 4, 2019.
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Fiscal Quarter
September 30, 2019
December 31, 2019
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Liquidity
$10,000,000
$12,500,000
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March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
March 31, 2022
June 30, 2022
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$12,500,000
$12,500,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000
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BORROWER: | ||
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CELADON GROUP, INC.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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GUARANTORS: | ||
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CELADON E-COMMERCE, INC.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON TRUCKING SERVICES, INC.
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||
By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON REALTY, LLC
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||
By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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TAYLOR EXPRESS, INC.
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||
By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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OSBORN TRANSPORTATION, INC.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON LOGISTICS SERVICES, INC.
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||
By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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EAGLE LOGISTICS SERVICES INC.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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BEE LINE, INC.
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||
By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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VORBAS, LLC | ||
By: | /s/ Chase Welsh | |
Name: | Chase Welsh | |
Title: | Secretary | |
DISTRIBUTION, INC. | ||
By: | /s/ Chase Welsh | |
Name: | Chase Welsh | |
Title: | Secretary |
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CELADON MEXICANA, S.A. DE C.V.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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QUALITY COMPANIES LLC
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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QUALITY EQUIPMENT LEASING, LLC
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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QUALITY INSURANCE LLC
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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SERVICIOS DE TRANSPORTACIÓN JAGUAR, S.A. DE C.V. | ||
By: |
/s/ Chase Welsh |
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Name: |
Chase Welsh |
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Title: |
Secretary |
SERVICIOS CORPORATIVOS JAGUAR, S.C. |
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By: |
/s/ Chase Welsh |
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Name: |
Chase Welsh |
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Title: |
Secretary |
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JAGUAR LOGISTICS S.A. DE C.V.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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LEASING SERVICIOS, S.A. DE C.V.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON MEXICANA, S.A. DE C.V.
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON CANADIAN HOLDINGS, LIMITED
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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HYNDMAN TRANSPORT LIMITED |
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By: |
/s/ Chase Welsh |
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Name: |
Chase Welsh |
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Title: |
Secretary |
ADMINISTRATIVE AGENT: |
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BLUE TORCH FINANCE, LLC |
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By: |
/s/ Kevin Genda |
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Name: |
Kevin Genda |
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Title: |
Authorized Signor |
LENDERS: | ||
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BTC HOLDINGS FUND I, LLC
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By: | Blue Torch Credit Opportunities Fund I LP, it sole member | |
By: | Blue Torch Credit Opportunities GP LLC, its general partner | |
By:
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/s/ Kevin Genda
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Name:
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Kevin Genda
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Title:
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Managing Member
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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:
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/s/ Kevin Genda
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Name:
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Kevin Genda
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Title:
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Managing Member
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BTC HOLDINGS SC FUND LLC
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By: | Blue Torch Credit Opportunities SC Master Fund LP, its sole member | |
By: | Blue Torch Credit Opportunities SC GP LLC, its general partner | |
By:
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/s/ Kevin Genda
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Name:
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Kevin Genda
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Title:
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Managing Member
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LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
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By:
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/s/ Shawn R. Singh
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Name:
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Shawn R. Singh
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Title:
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General Counsel
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Period
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Liquidity
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Closing Date through October 15, 2019
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$10,000,000
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October 16, 2019 through December 31, 2019
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$12,500,000
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Fiscal quarter ending March 31, 2020
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$12,500,000
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Fiscal quarter ending June 30, 2020
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$12,500,000
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Fiscal quarter ending September 30, 2020 and each fiscal quarter thereafter
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$15,000,000
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BORROWERS:
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CELADON GROUP, INC., a Delaware corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON E-COMMERCE, INC., a Delaware corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON TRUCKING SERVICES, INC., a New Jersey corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON REALTY, LLC, a Delaware limited liability company
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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OSBORN TRANSPORTATION, INC., an Alabama corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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BEE LINE, INC., an Ohio corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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DISTRIBUTION, INC., an Oregon corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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QUALITY COMPANIES LLC, an Indiana limited liability company
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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QUALITY EQUIPMENT LEASING, LLC, a Delaware limited liability company | ||
By: | /s/ Chase Welsh | |
Name: | Chase Welsh | |
Title: | Secretary |
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QUALITY INSURANCE, LLC, an Indiana limited liability company
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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CELADON LOGISTICS SERVICES, INC., a Delaware corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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EAGLE LOGISTICS SERVICES INC., an Indiana corporation
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By:
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/s/ Chase Welsh
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Name:
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Chase Welsh
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Title:
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Secretary
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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 |
HYNDMAN TRANSPORT LIMITED, an Ontario corporation | ||
By: | /s/ Chase Welsh | |
Name: | Chase Welsh | |
Title: | Secretary | |
TAYLOR EXPRESS, INC., a North Carolina corporation | ||
By: | /s/ Chase Welsh | |
Name: | Chase Welsh | |
Title: | Secretary |
AGENT:
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MIDCAP FUNDING IV TRUST, as Agent
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By: | Apollo Capital Management, L.P., its investment manager | |
By: | Apollo Capital Management GP, LLC, its general partner | |
By:
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/s/ Maurice Amsellem
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Name:
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Maurice Amsellem
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Title:
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Authorized Signatory
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LENDER:
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MIDCAP FINANCIAL TRUST, as a Lender
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By: | Apollo Capital Management, L.P., its investment manager | |
By: | Apollo Capital Management GP, LLC, its general partner | |
By:
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/s/ Maurice Amsellem
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Name:
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Maurice Amsellem
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Title:
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Authorized Signatory
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