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):

November 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 November 15, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), entered into a Third 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 November 15, 2019, the Company entered into a Waiver and Amendment No. 3 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”), among the Company, certain of its subsidiaries, the Revolving Agent, and the Revolving Lender.

The Term Loan Amendment (i) increases the interest rate under the Term Loan Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods prior to February 29, 2020, at which point such financial covenants will be tested for the preceding five months; (iii) decreases the minimum liquidity requirement to $5 million for the period of November 15, 2019 through and including February 29, 2020 and provides that an amount of revolving loan availability, starting at $150,000 on January 1, 2020 and increasing by $150,000 a week to a maximum of $1,500,000, will be excluded from liquidity for purposes of the minimum liquidity covenant; (iv) permits a specified trailer sale and leaseback transaction and provides that proceeds of such transaction exceeding $10 million need not be used to repay indebtedness under the Term Loan Agreement; (v) waives defaults relating to the Company’s failure to comply with the Lease Adjusted Leverage Ratio required for the period ended September 30, 2019, the Company’s failure to timely deliver certain deposit account control agreements, and cross-defaults arising from defaults under the Revolving Credit Agreement; and (vi) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020.

The Revolving Loan Amendment (i) increases the interest rate under the Revolving Credit Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Net Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods prior to February 29, 2020, at which point such financial covenants will be tested for the preceding five months; (iii) decreases the minimum liquidity requirement to $5 million for the period of November 15, 2019 through and including February 29, 2020 and provides that an amount of revolving loan availability, starting at $150,000 on January 1, 2020 and increasing by $150,000 a week to a maximum of $1,500,000, will be excluded from liquidity for purposes of the minimum liquidity covenant; (iv) waives defaults relating to the Company’s failure to comply with the Lease Adjusted Net Leverage Ratio required for the period ended September 30, 2019, the Company’s failure to timely deliver financial statements and related items, and cross-defaults arising from defaults under the Term Loan Agreement; and (v) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020.

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	Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
	10.2	Waiver and Amendment No. 3 to Credit and Security Agreement dated November 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: November 21, 2019	By:	/s/ Vincent Donargo
		Vincent Donargo Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
10.1	Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
10.2	Waiver and Amendment No. 3 to Credit and Security Agreement dated November 15, 2019.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIRD AMENDMENT, dated as of November 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:

""Required Revolving Loan Availability Amount" means $0; provided, that, on January 1, 2020 the Required Revolving Loan Availability Amount shall equal $150,000 and shall increase by an additional $150,000 on each Wednesday thereafter until such time as the Required Revolving Loan Availability Amount equals $1,500,000."

""Specified Sale and Leaseback Transaction" means the sale and leaseback transaction entered into by and among certain of the Loan Parties and a third party with respect to approximately 1,300 trailers and vehicles, in each case, consistent with the proposal provided by the Borrower to the Administrative Agent in writing on or prior to the Third Amendment Effective Date."

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

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

(b)          Applicable Margin.  The definition of "Applicable Margin" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"“Applicable Margin” shall mean, as of any date, with respect to (a) the Eurodollar Rate Loans, (i) from and after the Closing Date through and including November 14, 2019, 10.25% per annum, (ii) from and after November 15, 2019 through and including February 29, 2020, 12.25% per annum and (iii) thereafter, 10.25% per annum, and (b) with respect to the Base Rate Loans, (i) from and after the Closing Date through and including November 14, 2019, 9.25% per annum, (ii) from and after November 15, 2019 through and including February 29, 2020, 11.25% per annum and (iii) thereafter, 9.25% per annum."

(c)          Mandatory Prepayment.  Section 2.5(c)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(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); provided, that, notwithstanding the foregoing, with respect to the Net Cash Proceeds received by any Loan Party or its Subsidiaries solely in connection with the Specified Sale and Leaseback Transaction, so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower (A) 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 an amount up to $10,000,000 and (ii) shall be permitted to retain any such Net Cash Proceeds in excess of $10,000,000.  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."

(d)          Article VI (Financial Covenants).  Article VI of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"FINANCIAL 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 (or month in the case of February 29, 2020) 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):

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Fiscal Quarter	Lease Adjusted Leverage Ratio	Measurement Method
February 29, 2020 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	10.00 to 1.00 9.75 to 1.00 9.00 to 1.00 7.25 to 1.00 6.50 to 1.00 6.25 to 1.00 6.00 to 1.00 5.50 to 1.00 5.00 to 1.00 4.75 to1.00 4.50 to 1.00	Consolidated EBITDAR for the 5-month period then ending x 12/5 Consolidated EBITDAR for the three Fiscal Quarters then ending x 4/3 Consolidated EBITDAR for the four Fiscal Quarters then ending (and to be used hereafter)

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.

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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 (or month in the case of February 29, 2020) 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
February 29, 2020
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 Fixed Charge Coverage Ratio
0.50 to 1.00
0.45 to 1.00
0.55 to 1.00
0.65 to 1.00
0.70 to 1.00
0.75 to 1.00
0.75 to 1.00
0.75 to 1.00
0.75 to 1.00
0.75 to 1.00
0.75 to 1.00 Measurement Method
Consolidated EBITDA and Consolidated Fixed Charges for the 5-month period then ending x 12/5
Consolidated EBITDA and Consolidated Fixed Charges for the three Fiscal Quarters then ending x 4/3
Consolidated EBITDA and Consolidated Fixed Charges for the four Fiscal Quarters then ending (and to be used hereafter)

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

Period
November 15, 2019 through and including February 29, 2020
March 1, 2020 through and including March 31, 2020
Fiscal Quarter ending June 30, 2020
Fiscal Quarter ending September 30, 2020
Fiscal Quarter ending December 31, 2020
Fiscal Quarter ending March 31, 2021 Liquidity
$5,000,000 $12,500,000
$12,500,000
$15,000,000
$15,000,000
$15,000,000

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Fiscal Quarter ending June 30, 2021
Fiscal Quarter ending September 30, 2021
Fiscal Quarter ending December 31, 2021
Fiscal Quarter ending March 31, 2022
Fiscal Quarter ending June 30, 2022 $15,000,000
$15,000,000
$15,000,000
$15,000,000
$15,000,000

; provided, that notwithstanding the foregoing, Liquidity shall be composed of (i) Undrawn Availability that is not less than the Required Revolving Loan Availability Amount plus (ii) Qualified Cash."

(e)          Section 7.15 (Sale and Leaseback Transactions).  Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"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, (c) sales and leasebacks of Rolling Stock used in the “FTL” business not to exceed 60 tractors after the Closing Date, and (d) the Specified Sale and Leaseback Transaction."

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.

(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

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(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 "Third 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 Third Amendment Effective Date as though made on and as of the Third 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 Third 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 Third 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.          Waiver.

(a)          The Administrative Agent and the Required Lenders hereby waive any Event of Default that has or would otherwise arise under (i) Section 8.1(d) of the Credit Agreement solely by reason of the Loan Parties failing to comply with Section 6.1 of the Credit Agreement with respect to the failure to maintain a Lease Adjusted Net Leverage Ratio of not greater than 12.00 to 1.00 for the Fiscal Quarter ended September 30, 2019, (ii) Section 8.1(f) of the Credit Agreement solely as a result of certain events of default that have occurred and are continuing under the ABL Credit Agreement as of the date hereof and (iii) Section 8.1(d) of the Credit Agreement solely by reason of the Loan Parties failing to deliver Control Account Agreements with respect to the Loan Parties' accounts maintained at Bank of America, N.A. and JPMorgan Chase Bank, N.A.; provided, that such Control Account Agreements are delivered to the Administrative Agent on or before November 22, 2019 (or such later date as agreed by the Administrative Agent in its sole discretion; it being understood and agreed that the failure to deliver such Control Account Agreements in accordance with this Section 6 shall constitute an Event of Default).

(b)          The waiver in this Section 6 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.

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7.          Updated Budget; Cash Flow Forecasts.

(a)          On or before January 15, 2020, the Borrower shall deliver to the Administrative Agent,  budgets, sales projections, and operating plans, in form and substance satisfactory to the Administrative Agent and prepared by the chief financial officer of the Borrower, on a month-by-month basis for the period commencing December 1, 2019 and ending on December 31, 2020, including a plan to obtain additional capital prior to February 29, 2020 (the "Updated Budget").

(b)          On Friday of each week during the period  commencing on November 22, 2019 and ending on February 29, 2020, the Borrower shall deliver an updated 13-week cash flow forecast in reasonable detail, prepared by the chief financial officer of the Borrower (together with an Excel file with the detail contained in such 13-week cash flow forecast), which forecast shall update the 13-week cash flow forecast from the prior week to add an additional week to the forecast and shall include a variance report reconciling the Borrower's actual performance for the week ended the preceding Friday with the Borrower's projected performance pursuant to the previously delivered 13-week cash flow forecast and the Updated Budget (if previously delivered to the Administrative Agent), including an analysis of dollar and percentage variances, on a line item basis and on a cumulative basis for collections and disbursements and a written explanation and detail for any variance of 10% or more with respect to the aggregate collections and aggregate disbursements line items.  Such report shall also include information regarding cash on hand, including a breakdown of cash balances in each deposit account maintained by the Loan Parties.

Notwithstanding the provisions set forth in Credit Agreement or the other Loan Documents to the contrary, the parties hereto agree that a breach of any requirement of this Section 7 shall constitute and immediate and automatic Event of Default under the Credit Agreement.

8.          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 Third 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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9.          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 Third 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 Third Amendment Effective Date.

10.          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.

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

(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

Third 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

Third 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

Third 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

Third Amendment to Second

Amended and Restated Credit

Agreement

ADMINISTRATIVE AGENT:
BLUE TORCH FINANCE, LLC
By:	Blue Torch Capital LP, its managing member
By:	/s/ Gary Manowitz
Name:	Gary Manowitz
Title:	Authorized Signor

Third 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/ Gary Manowitz
Name:	Gary Manowitz
Title:	Authorized Signor
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/ Gary Manowitz
Name:	Gary Manowitz
	Authorized Signor
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/ Gary Manowitz
Name:	Gary Manowitz
Title:	Authorized Signor

Third 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

Third Amendment to Second

Amended and Restated Credit

Agreement

Back to Form 8-K

EX-10.2

Exhibit 10.2

WAIVER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT

THIS WAIVER AND AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is made as of this 15th day of November, 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 $5,000,000 from November 15, 2019 until February 29, 2020.

C.          (i) An Event of Default under Section 10.1(a)(iii) of the Credit Agreement has occurred and is continuing as a result of Borrowers' failure to maintain a Lease Adjusted Net Leverage Ratio of not greater than 12.00 to 1.00 for the Defined Period ended September 30, 2019 as required by Section 6.1 of the Credit Agreement, (ii) certain Event of Defaults under Section 10.1(a)(iii) of the Credit Agreement as a result of Borrowers' failure to timely deliver the financial statements and other required deliveries required under Section 4.1(a) of the Credit Agreement for the period ended September 30, 2019 and (iii) an Event of Default under Section 10.1(d)(i) of the Credit Agreement as a result of certain defaults that have occurred and are continuing under the Term Loan Credit Agreement (collectively, the Events of Default described in the foregoing subclauses (i) through (iii) of this paragraph (C) being hereinafter referred to as the "Existing Events of Default").

D.          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.         Waiver. Subject to the satisfaction of the conditions set forth in Section 9 below, and in reliance on the representations and warranties contained in Section 5 below, Agent and Lenders hereby agree to waive the Existing Events of Default. This is a limited waiver and shall not be deemed to constitute a waiver of any other Event of Default or any other breach of the Credit Agreement or any of the other Financing Documents or any other requirements of any provision of the Credit Agreement or any other Financing Documents.

4.         Amendments to Credit Agreement.  Subject to the satisfaction of the conditions set forth in Section 9 below, and in reliance on the representations and warranties contained in Section 5 below, the Credit Agreement is hereby amended and follows:

(a)          The definition of the term "Applicable Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"Applicable Margin" means with respect to Revolving Loans and all other Obligations three and one-half percent (3.50%); provided, however, that during the period commencing on November 15, 2019 through February 29, 2020, the Applicable Margin with respect to Revolving Loans and all other Obligations is five and one-half percent (5.50%).

(b)          The definition of the term "Defined Period" set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

"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 5-month period ending February 29, 2020, each of Consolidated EBITDA, Consolidated EBITDAR, and Consolidated Fixed Charges for such period multiplied by 12/5; (c) 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 (d) 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.

(c)          Section 1.1 of the Credit Agreement is hereby amended to add the definition of the term "Minimum Revolving Loan Availability Amount" in appropriate alphabetical order as follows:

"Required Revolving Loan Availability Amount" means $0; provided, that, on January 1, 2020 the Required Revolving Loan Availability Amount shall equal $150,000 and shall increase by an additional $150,000 on each Wednesday thereafter until such time as the Required Revolving Loan Availability Amount equals $1,500,000.

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(d)          Section 6.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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
February 29, 2020	10.00 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, 2022	4.75 to 1.00
June 30, 2022	4.50 to 1.00

(e)          Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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
February 29, 2020	0.50 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

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(f)          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 15, 2019 through February 29, 2020	$5,000,000
March 1, 2020 through 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

; provided, that notwithstanding the foregoing, Liquidity shall be composed of Revolving Loan Availability that is not less than the Required Revolving Loan Availability Amount and Qualified Cash.

5.          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;

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(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.

6.          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.

7.         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.

8.        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.

9.          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 a waiver and amendment to the Term Loan Credit Agreement pursuant to which Term Loan Agent and the Term Loan Lenders waive the existing defaults thereunder and agree to modifications of the covenants set forth in the Term Loan Credit Agreement in a manner 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.

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10.          Updated Budget; Cash Flow Forecasts; Control Agreements.

(a)          On or before January 15, 2020, Borrowers shall deliver to Agent, budgets, sales projections, and operating plans, in form and substance satisfactory to Agent and prepared by the chief financial officer of Borrower Representative, on a month-by-month basis for the period commencing December 1, 2019 and ending on December 31, 2020, including a plan to obtain additional capital prior to February 29, 2020 (the "Updated Budget").

(b)          On Friday of each week during the period  commencing on November 22, 2019 and ending on February 29, 2020, Borrowers shall deliver an updated 13-week cash flow forecast in reasonable detail, prepared by the chief financial officer of Borrower Representative (together with an Excel file with the detail contained in such 13-week cash flow forecast), which forecast shall update the 13-week cash flow forecast from the prior week to add an additional week to the forecast and shall include a variance report reconciling the Borrowers' actual performance for the week ended the preceding Friday with the Borrowers' projected performance pursuant to the previously delivered 13-week cash flow forecast and the Updated Budget (if previously delivered to Agent), including an analysis of dollar and percentage variances, on a line item basis and on a cumulative basis for collections and disbursements and a written explanation and detail for any variance of 10% or more with respect to the aggregate collections and aggregate disbursements line items.  Such report shall also include information regarding cash on hand, including a breakdown of cash balances in each deposit account maintained by the Credit Parties.

(c)          Agent hereby extends to November 22, 2019, the date on which the Borrowers are required pursuant to Section 7.4 of the Credit Agreement) to deliver to Agent a duly executed Deposit Account Control Agreement 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).

(d)          On or before November 22, 2019, Borrowers shall deliver to Agent a duly executed Deposit Account Control Agreement with respect to each Deposit Account of a Credit Party (other than Excluded Accounts) maintained at JPMorgan Chase Bank, N.A.

Notwithstanding the provisions set forth in Credit Agreement or the other Financing Documents to the contrary, the parties hereto agree that a breach of any requirement of this Section 10 shall constitute and immediate and automatic Event of Default under the Credit Agreement.

11.          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.

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12.          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.

13.          Release.

(a)          Each Credit Party hereby acknowledges and agrees that the Obligations under the Credit Agreement and the other Financing Documents are payable pursuant to the Credit Agreement and the other Financing Documents as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind.

(b)          Effective on the date hereof, each Credit Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender and each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, managers, investors, attorneys, assigns, subsidiaries, affiliates, shareholders, trustees, agents and other professionals and all other persons and entities to whom Agent or any Lender would be liable if such persons or entities were found to be liable to such Credit Party (each a "Releasee" and collectively, the "Releasees"), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a "Claim" and collectively, the "Claims"), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Credit Party ever had from the beginning of the world to the date hereof, or now has, against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Financing Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Financing Document, or to the lender-borrower relationship evidenced by the Financing Documents, except for the duties and obligations set forth in any of the Financing Documents or in this Amendment.

AS TO EACH AND EVERY CLAIM RELEASED HEREUNDER, EACH CREDIT PARTY HEREBY REPRESENTS THAT IT HAS RECEIVED THE ADVICE OF LEGAL COUNSEL WITH REGARD TO THE RELEASES CONTAINED HEREIN, AND HAVING BEEN SO ADVISED, SPECIFICALLY WAIVES THE BENEFIT OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA WHICH PROVIDES AS FOLLOWS:

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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

As to each and every Claim released hereunder, each Credit Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

(c)          Each Credit Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. If any Credit Party or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by such Releasee as a result of such violation.

14.         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 Waiver and Amendment No. 3 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 Waiver and Amendment No. 3 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 Waiver and Amendment No. 3 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 Waiver and Amendment No. 3 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 Waiver and Amendment No. 3 to Credit and Security Agreement

LENDER:	MIDCAP FUNDING IV 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 Waiver and Amendment No. 3 to Credit and Security Agreement

Back to Form 8-K