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):

October 15, 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 October 15, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), entered into a Second Amendment to Second Amended and Restated Credit Agreement (the “Term Loan Amendment”) among the Company, certain of its subsidiaries, Blue Torch Finance, LLC, as administrative agent (the “Term Loan 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”), which amends that certain Second Amended and Restated Credit Agreement dated July 31, 2019 (as amended, the “Term Loan Agreement”), among the Company, certain of its subsidiaries, the Term Loan Agent, and the Term Loan Lenders.  In addition, on October 15, 2019, the Company entered into an Amendment No. 2 to Credit and Security Agreement (the “Revolving Loan Amendment” and, together with the Term Loan Amendment, the “Amendments”) among the Company, certain of its subsidiaries, MidCap Funding IV Trust, as agent (the “Revolving Agent”), and MidCap Financial Trust, as lender (the “Revolving Lender”), which amends that certain Credit and Security Agreement dated July 31, 2019 (as amended, the “Revolving Credit Agreement” and, together with the Term Loan Agreement, the “Credit Agreements”), among the Company, certain of its subsidiaries, the Revolving Agent, and the Revolving Lender.

The Term Loan Amendment decreases the minimum liquidity requirement under the Term Loan Agreement to $8 million for the period of October 1, 2019 through and including November 15, 2019. The Revolving Loan Amendment lowers the minimum liquidity requirement under the Revolving Credit Agreement to $8 million from October 15, 2019 through and including November 15, 2019. Liquidity is generally defined to mean revolving loan availability under the Revolving Credit Agreement plus unrestricted cash in United States or Canadian deposit accounts subject to a deposit account control agreement in favor of the applicable agent.

The description of the Amendments set forth above does not purport to be complete and is qualified in its entirety by the full text of the Term Loan Amendment and the Revolving Loan Amendment, which are filed herewith as Exhibits 10.1 and 10.2, respectively.

Item 9.01          Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	10.1	Second Amendment to Second Amended and Restated Credit Agreement dated October 15, 2019.
	10.2	Amendment No. 2 to Credit and Security Agreement dated October 15, 2019.

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: October 21, 2019	By:	/s/ Vincent Donargo
		Vincent Donargo Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
10.1	Second Amendment to Second Amended and Restated Credit Agreement dated October 15, 2019.
10.2	Amendment No. 2 to Credit and Security Agreement dated October 15, 2019.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT, dated as of October 15, 2019 (this "Amendment"), to the Second Amended and Restated Credit Agreement, dated as of July 31, 2019, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the "Credit Agreement"), by and among CELADON GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined therein), the lenders from time to time party thereto (the “Lenders”), and BLUE TORCH FINANCE, LLC (“Blue Torch”), in its capacity as administrative agent for the Lenders (in such capacities, the “Administrative Agent”).

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Required Lenders wish to amend certain terms and provisions of the Credit Agreement as hereafter set forth.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1.          Definitions.  All terms used herein that are defined in the Credit Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

2.          Amendments.

(a)          New Definitions.  Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions, in appropriate alphabetical order:

""Second Amendment" means the Second Amendment to Second Amended and Restated Credit Agreement, dated as of October 15, 2019, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto."

""Second Amendment Effective Date" has the meaning specified therefor in Section 5 of the Second Amendment."

(b)          Section 6.4 (Minimum Liquidity).  Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"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
September 30, 2019
December 31, 2019 Liquidity
$10,000,000
$12,500,000

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 $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

; provided, that notwithstanding the foregoing, for the period from and after October 1, 2019 through and including November 15, 2019, the minimum Liquidity requirement shall be $8,000,000 at all times."

3.          Reaffirmation of Security Agreement.  Each of the Loan Parties reaffirms the grant of security interests in the Collateral and the grant of the Liens pursuant to the terms of the Security Agreement to the Administrative Agent for the benefit of the Secured Parties, which grant of security interest and Liens shall continue in full force and effect during the term of Credit Agreement, as amended by this Amendment, and any renewals or extensions thereof and shall continue to secure the Obligations.

4.          Representations and Warranties.  Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)          Due Organization and Qualification.  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 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 this Amendment and to carry out the transactions contemplated hereby.

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(b)          Authorization, Etc.  As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Amendment and the Credit Agreement, as amended by this Amendment, have been duly authorized by all necessary action on the part of such Loan Party.  As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Amendment and the Credit Agreement, as amended by this Amendment, 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

(c)          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).

(d)          Enforceability.  This Amendment and each other 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.

5.          Conditions to Effectiveness.  This Amendment shall become effective only upon satisfaction in full (or waiver by the Administrative Agent), in a manner satisfactory to the Administrative Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the "Second Amendment Effective Date"):

(a)          The Administrative Agent shall have received this Amendment, duly executed by the Loan Parties, the Administrative Agent and the Required Lenders.

(b)          The Administrative Agent shall have received an amendment to the ABL Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Loan Parties, the ABL Administrative Agent and the "Required Lenders" under the ABL Credit Agreement.

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(c)          The representations and warranties contained in this Amendment, in the Credit Agreement and in each other Loan Document, certificate or other writing delivered to any Secured Party pursuant hereto or thereto on or prior to the date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Second Amendment Effective Date as though made on and as of the Second Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respect on and as of such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)).

(d)          No Default or Event of Default shall have occurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(e)          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 Second Amendment Effective 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.

6.          Continued Effectiveness of the Credit Agreement and Other Loan Documents.  Each Loan Party hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the Credit Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Second Amendment Effective Date all references in any such Loan Document to "the Credit Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent for the benefit of the Secured Parties, or to grant to the Administrative Agent for the benefit of the Secured Parties 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 Credit Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.  This Agreement does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Credit Agreement, or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect.  Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

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7.          Release.  Each Loan Party hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) the Administrative Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to such Loan Party and its Affiliates under the Credit Agreement and the other Loan Documents.  Notwithstanding the foregoing, the Administrative Agent and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Administrative Agent's and the Lenders' rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Administrative Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Administrative Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral on or prior to the Second Amendment Effective Date.

8.          Miscellaneous.

(a)          This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.

(b)          Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)          This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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(d)          Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a "Loan Document" under the Credit Agreement.  Accordingly, it shall be an Event of Default under the Credit Agreement if (i) any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

(e)          Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(f)          The Borrower will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Credit Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the Administrative Agent and the Lenders in accordance with the Credit Agreement.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.

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

Second Amendment to Second

Amended and Restated 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

Second Amendment to Second

Amended and Restated Credit

Agreement

CELADON MEXICANA, S.A. DE C.V.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
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/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary

Second Amendment to Second

Amended and Restated Credit

Agreement

SERVICIOS CORPORATIVOS JAGUAR, S.C.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
JAGUAR LOGISTICS S.A. DE C.V.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
LEASING SERVICIOS, S.A. DE C.V.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
CELADON MEXICANA, S.A. DE C.V.
By:	/s/ Chase Welsh
Name:	Chase Welsh
Title:	Secretary
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

Second Amendment to Second

Amended and Restated Credit

Agreement

ADMINISTRATIVE AGENT:
BLUE TORCH FINANCE, LLC
By:	/s/ Kevin Genda
Name:	Kevin Genda
Title:	Authorized Signor

Second Amendment to Second

Amended and Restated 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:	Managing Member
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:	Managing Member
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:	Managing Member

Second Amendment to Second

Amended and Restated Credit

Agreement

LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
By:	/s/ Shawn R. Singh
Name:	Shawn R. Singh
Title:	General Counsel

Second Amendment to Second

Amended and Restated Credit

Agreement

Back to Form 8-K

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 15th day of October, 2019, by and among CELADON GROUP, INC., a Delaware corporation ("Celadon Group"), any additional borrower party hereto as designated on the signature pages hereto (each individually as a "Borrower", and collectively as "Borrowers"), the Lenders party hereto and MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as successor-by-assignment to MidCap Financial Trust, as Agent for Lenders (in such capacity, "Agent"), and individually, as a Lender.

RECITALS

A.          Agent and Lenders have previously entered into financing arrangements with Borrowers pursuant to that certain Credit and Security Agreement, dated as of July 31, 2019, by and among Agent, Lenders, Borrowers and the other Credit Parties from time to time party thereto (as amended, supplemented, restated or otherwise modified from time to time, including by this Amendment, the "Credit Agreement") and the other Financing Documents.

B.          Borrowers have requested that Agent and Lenders amend the Liquidity requirement set forth in Section 6.4 to lower the liquidity threshold to $8,000,000 from October 15, 2019 until November 15, 2019.

C.          Borrowers have further requested that Agent and Lenders agree to amend the Credit Agreement in the manner specified in this Amendment, and Agent and Lenders have agreed to the foregoing requests, in each case on and subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders, and Borrowers hereby agree as follows:

1.          Recitals.  This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment as if set forth fully in the body of this Amendment.

2.          Definitions.  All capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Credit Agreement.

3.          Amendments to Credit Agreement.  Subject to the satisfaction of the conditions set forth in Section 8 below, and in reliance on the representations and warranties contained in Section 4 below, Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety, as follows:

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

Period	Liquidity
Closing Date through October 14, 2019	$10,000,000
October 15, 2019 through November 15, 2019	$8,000,000
November 16, 2019 through December 31, 2019	$12,500,000
Fiscal quarter ending March 31, 2020	$12,500,000
Fiscal quarter ending June 30, 2020	$12,500,000
Fiscal Quarter ending September 30, 2020 and each fiscal quarter thereafter	$15,000,000

4.          Representations and Warranties.  Each Borrower represents and warrants to Agent and Lenders that, before and after giving effect to this Amendment:

(a)          all representations and warranties of the Credit Parties contained in the Financing Documents were true and correct in all material respects when made (except to the extent that any such representation or warranty is by its terms subject to a materiality qualification, in which case such representation or warranty was true, correct and complete in all respects) and, except to the extent that such representations and warranties relate expressly to an earlier date, continue to be true and correct in all material respects on the date hereof (except to the extent that any such representation or warranty is by its terms subject to a materiality qualification, in which case such representation or warranty is true, correct and complete in all respects);

(b)          the execution and delivery by each Credit Party of this Amendment and the performance by it of the transactions herein contemplated (i) are and will be within its corporate powers, (ii) have been authorized by all necessary corporate action, and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which such Borrower is a party or by which the property of such Credit Party is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of such Credit Party;

(c)          this Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are and will be valid, binding, and enforceable against each Credit Party in accordance with their respective terms; and

(d)          after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Financing Documents.

5.          Reaffirmation of Security Interest.  Each Credit Party confirms and agrees that:  (i) all security interests and Liens granted by such Credit Party to Agent continue in full force and effect, and (ii) all Collateral remains free and clear of any Liens other than Liens in favor of Agent and Permitted Liens.  Nothing herein contained is intended to impair or limit the validity, priority and extent of Agent's security interest in and Liens upon the Collateral.

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6.          Enforceability. This Amendment constitutes the legal, valid and binding obligation of each Credit Party, and is enforceable against each Credit Party in accordance with its 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.

7.          Costs and Expenses. Borrowers shall be responsible, in accordance with Section 12.14(a)(i) of the Credit Agreement, for the payment of all of Agent's costs and expenses incurred in connection with this Amendment and any related documents, including, without limitation, the reasonable fees and expenses of Agent's counsel.  Borrowers hereby authorize Agent to pay all of such costs and expenses by charging same to any account of Borrowers maintained by Agent under the Credit Agreement.

8.          Conditions to Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent or concurrent, all in form and substance satisfactory to Agent:

(a)          Agent shall have received a fully executed copy of this Amendment executed by Borrowers, each other Credit Party and each Lender together with such other documents, agreements and instruments as Agent may reasonably require or reasonably request;

(b)          Agent shall have received a fully executed copy of an amendment to the Term Loan Credit Agreement pursuant to which Term Loan Agent and the Term Loan Lenders are to lower the liquidity requirement set forth in the Term Loan Credit Agreement to be consistent with the terms of this Amendment;

(c)          Borrowers shall have paid all fees, costs and expenses due and payable as of the date hereof under the Credit Agreement and the other Financing Documents; and

(d)          after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment and the other Financing Documents delivered in connection herewith.

9.          No Waiver or Novation.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing.  This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

10.          Affirmation.  Except as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Credit Party.  Each Credit Party covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement (as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Agent's or any Lender's part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

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11.          Miscellaneous.

(a)          Reference to the Effect on the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.

(b)          Incorporation of Credit Agreement Provisions.  The provisions contained in Section 11.6 (Indemnification), Section 12.6 (Confidentiality), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

(c)          Headings.  Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(d)          Counterparts.  This Amendment 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.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have executed this Amendment under seal as of the day and year first hereinabove set forth.

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 New Jersey 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 Amendment No. 2 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 Amendment No. 2 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 Amendment No. 2 to Credit and Security Agreement

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

Signature Page to Amendment No. 2 to Credit and Security Agreement

AGENT:	MIDCAP FUNDING IV TRUST, as Agent
	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 Signatory

Signature Page to Amendment No. 2 to Credit and Security Agreement

LENDER:	MIDCAP FINANCIAL TRUST, as a Lender
	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 Signatory

Signature Page to Amendment No. 2 to Credit and Security Agreement

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