On October 4, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), entered into a First 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 a lender (the “Term Loan Lenders”), which amends that certain Second Amended and Restated Credit Agreement dated July 31, 2019 (the “Term Loan Agreement”), among the Company, certain of its subsidiaries, the Term Loan Agent, and the Term Loan Lenders. In addition, on October 4, 2019, the Company entered into an Amendment No. 1 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 (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 Amendments decrease the Company\’s minimum liquidity requirement under the Credit Agreements from $12.5 million to $10.0 million for the period of October 1, 2019 through and including October 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.

CELADON GROUP INC Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 (FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 4,…
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About CELADON GROUP, INC. (NYSE:CGI)

Celadon Group, Inc. (Celadon) is a truckload freight transportation provider. The Company’s segments are asset-based, asset-light, and equipment leasing and services. Its services involve point-to-point shipping for its customers within the United States, between the United States and Mexico, and between the United States and Canada. The Company’s primary asset-based services include the United States domestic dry van, refrigerated and flatbed service; cross-border service between the United States and each of Mexico and Canada; intra-Mexico and intra-Canada service; contract service; regional and specialized short haul service, and rail intermodal service. The Company’s primary asset-light services include freight brokerage, warehousing, less-than truckload consolidation and supply chain logistics services. Celadon’s equipment leasing and services segment consists primarily of leasing activities with independent contractors and other trucking fleets.