EXHIBIT 10.29
EIGHTH AMENDMENT
EIGHTH AMENDMENT, dated as of December 31, 2001 (this "Amendment"), to the
Credit Agreement, dated as of August 11, 1999 (as amended, supplemented or
otherwise modified prior to the date hereof, the "Existing Credit Agreement"; as
modified hereby and as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among CELADON GROUP, INC., a Delaware
corporation ("Group") and CELADON TRUCKING SERVICES, INC., a New Jersey
corporation ("Trucking"; together with Group, each a "Borrower", collectively,
the "Borrowers") the banks and other financial institutions parties thereto (the
"Lenders"), and ING (U.S.) CAPITAL LLC, as administrative agent (the
"Administrative Agent") and arranger for the Lenders.
RECITALS
The Borrowers have requested that the Administrative Agent and the Lenders
agree to amend certain provisions of the Credit Agreement as set forth in this
Amendment. The Administrative Agent and the Lenders parties hereto are willing
to agree to such amendments, but only on the terms and subject to the conditions
set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers, the Administrative Agent and the Lenders hereby
agree as follows:
1. DEFINED TERMS. UNLESS OTHERWISE DEFINED HEREIN, TERMS DEFINED IN THE
CREDIT AGREEMENT ARE USED HEREIN AS THEREIN DEFINED.
2. AMENDMENTS. (A) SECTION 1.1 OF THE EXISTING CREDIT AGREEMENT IS HEREBY
AMENDED BY DELETING THE FOLLOWING DEFINITIONS AND SUBSTITUTING IN LIEU THEREOF
THE FOLLOWING NEW DEFINITIONS, TO READ IN THEIR ENTIRETY AS FOLLOWS:
"Applicable Margin": for any Term Loan or Revolving Credit Loan of any
Type at any time following the date on which the Administrative Agent
receives the financial statements of Group for the fiscal quarter ending
September 30, 1999 in accordance with Section 8.1(b) on which the Leverage
Ratio, as most recently determined as of the date the certificate
containing such Leverage Ratio is delivered pursuant to Section 8.2(b), is
within any of the ranges set forth below, the rate per annum set forth
under the relevant column heading opposite the applicable range below;
provided, that any changes in such rate shall be effective as of the date
which is five (5) days following the date on which the certificate
containing such Leverage Ratio is delivered:
1
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Leverage Ratio Base Rate Loans Eurodollar Loans
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Greater than 4.50 2.50% 3.50%
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Less than or equal to 2.25% 3.25%
4.50 but greater than 4.25
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Less than or equal to 2.00% 3.00%
4.25 but greater than 4.0
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Less than or equal to 1.75% 2.75%
4.0 but greater than 3.5
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Less than or equal to
3.5 but greater than 3.0 1.50% 2.50%
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Less than or equal to
3.0 but greater than 2.5 1.25% 2.25%
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Less than or equal to 2.5 1.00% 2.00%
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provided, that in the event that the certificate containing the
determination of the Leverage Ratio is not delivered by the date specified
and otherwise in accordance with Section 8.2(b) hereof, the applicable
margin shall be the highest rate per annum for such Type of Loan set forth
above from the date on which such certificate was required to be delivered
in accordance with Section 8.2(b) until such time as such certificate is
delivered to the Lenders; and provided further, that in calculating the
Leverage Ratio for the purposes of determining the Applicable Margin, the
financial performance of XxxxxxxxX0X.xxx, Inc. shall be included.
"Excess Cash Flow": as to Group for each Excess Cash Flow Period:
(a) Consolidated EBITDA for such Excess Cash Flow Period;
plus (b) the decrease (if any) in the amount of the excess of
Consolidated Current Assets (excluding cash and Cash Equivalents) over
Consolidated Current Liabilities at the end of such Excess Cash Flow Period
compared to the amount of the excess of Consolidated Current Assets
(excluding cash and Cash Equivalents) over Consolidated Current Liabilities
at the end of the immediately preceding Excess Cash Flow Period of Group;
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minus (c) the sum of (i) the amount of (A) all regularly scheduled
payments of principal of the Term Loans actually made during such Excess
Cash Flow Period, (B) any voluntary prepayment of principal of the Term
Loans made during such Excess Cash Flow Period, (C) any permanent reduction
in the Revolving Credit Commitments made during such Excess Cash Flow
Period to the extent that, before giving effect to such reduction, the
average outstanding principal balance of the Revolving Credit Loans for the
thirty (30) days prior to such reduction exceeds the aggregate Revolving
Credit Commitments after giving effect to such reduction, (D) any voluntary
prepayment and any regularly scheduled payment of principal of other
permitted Indebtedness to the extent not subject to reborrowing, made
during such Excess Cash Flow Period and (E) all scheduled payments made
under Financing Leases actually made during such Excess Cash Flow Period,
(ii) the amount of all interest payments actually made in cash during such
Excess Cash Flow Period by Group and its consolidated Subsidiaries, (iii)
the amount of capital expenditures (other than capital expenditures in
respect of Financing Leases) actually made during such Excess Cash Flow
Period by the Loan Parties to the extent permitted by Section 9.8, (iv)
cash income taxes paid by the Loan Parties during such Excess Cash Flow
Period and (v) the increase (if any) in the amount of the excess of
Consolidated Current Assets (excluding cash and Cash Equivalents) over
Consolidated Current Liabilities at the end of such Excess Cash Flow Period
compared to the amount of the excess of Consolidated Current Assets
(excluding cash and Cash Equivalents) over Consolidated Current Liabilities
at the end of the immediately preceding Excess Cash Flow Period of Group.
"Revolving Credit Termination Date": September 30, 2003.
(b) Section 1.1 of the Existing Credit Agreement is hereby amended by
deleting the last sentence found at the end of the definitions of (i)
"Consolidated EBIT", (ii) "Consolidated EBITDA", (iii) "Consolidated EBITDAR",
(iv) "Consolidated Fixed Charges", (v) "Consolidated Funded Debt", (vi)
"Consolidated Funded Obligations", (vii) "Consolidated Interest Expense", (viii)
"Consolidated Net Income" and (ix) "Consolidated Tangible Net Worth".
(c) Section 1.1 of the Existing Credit Agreement is hereby amended by
adding the following definitions thereto:
"Excess Cash Flow Period": for purposes of calculating the Excess Cash
Flow, each six-month period ending June 30th and December 31st of each
year.
"Insurance Account": as defined in Section 8.14(a)(i).
"Insurer": as defined in Section 8.14(a)(i).
(d) Section 5.5(c) of the Existing Credit Agreement is hereby amended by
deleting such subsection in its entirety, and substituting in lieu thereof the
following new subsection to read in its entirety as follows:
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"(c) The Borrowers shall prepay the Loans and reduce the Commitments
in an amount equal to (i) 100% of the Net Proceeds from the termination of
any pension plans of any Borrower or any Subsidiary, (ii) 100% of the Net
Proceeds of any sale or issuance of debt securities, (iii) 100% of the Net
Proceeds of any sale or issuance of any equity securities, in either case
by any Borrower or any Subsidiary, whether in a public offering, a private
placement or otherwise, (iv) 100% of the Net Proceeds of any sale, lease,
assignment, exchange or other disposition for cash of any asset or group of
assets (including, without limitation, but subject to clause (e) of this
Section 5.5, insurance proceeds paid as a result of any destruction,
casualty or taking of any property of any Borrower or any Subsidiary), not
made in the ordinary course of business, by any Borrower or any Subsidiary,
in any such case no later than three Business Days following receipt by
such Borrower or such Subsidiary of such proceeds, together with accrued
interest to such date on the amount prepaid, and (v) funds on deposit in
the CNA Account released to the Borrowers to the extent described in
Section 8.14; provided, that, during any fiscal year, no such prepayment
shall be required pursuant to subclause (iv) of this Section 5.5(c) unless
the aggregate amount of such Net Proceeds received by the Borrowers and
their Subsidiaries and not previously applied to prepayment of the Term
Loans and the reduction of the Commitments pursuant to Section 5.5(c)(iv)
is at least $100,000 for such fiscal year. Amounts prepaid pursuant to this
Section 5.5(c) shall be applied first to installments of principal of the
Term Loans until paid in full, and second to the reduction of the Revolving
Credit Commitments and the prepayment of the Revolving Credit Loans and/or
to cash collateralize or replace Letters of Credit. Prepayments of
installments of Term Loans shall be applied in the inverse order of
maturity and such amounts so prepaid may not be reborrowed. Nothing in this
Section 5.5(c) shall be construed to derogate any restriction or limitation
contained in any Loan Document imposed on any transaction of the types
described in this Section 5.5(c), including without limitation the
restrictions set forth in Sections 9.2, 9.5 and 9.6 hereof."
(e) Section 5.5(d) of the Existing Credit Agreement is hereby amended by
deleting such subsection in its entirety, and substituting in lieu thereof the
following new subsection to read in its entirety as follows:
"(d) Upon the end of the Excess Cash Flow Period ending June 30th and
December 31st of each year, within three (3) days following the earlier of
the date on which the financial statements referred to in Sections 8.1(b)
for such period ending June 30th, and Section 8.1(a) for such period ending
December 31st, respectively, are required to be delivered in respect of
such period of Group, beginning with the Excess Cash Flow Period ending
December 31, 2001, and the date on which such financial statements are
actually delivered, the Borrowers shall prepay the Term Loans and
permanently reduce the Commitments in the amount of 100% of the Excess Cash
Flow for such Excess Cash Flow Period, together with accrued interest to
such date on the amount prepaid. Amounts prepaid pursuant to this Section
5.5(f) shall be applied, first, to installments of principal of the Term
Loans until paid in full (60% of such prepayment shall be applied to
installments of the Term Loans in the inverse order of maturity and 40% of
each such prepayment shall be applied pro rata to the regularly scheduled
installments of the Term Loans, excluding the final installment payable
September 30, 2003 until all prior installments shall have been paid in
full, and all such amounts so prepaid may not be reborrowed), and, second,
to the reduction of the Revolving
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Credit Commitments and prepayment of the Revolving Credit Loans and/or to
cash collateralize or replace Letters of Credit."
(f) Section 8.1 of the Existing Credit Agreement is hereby amended by
adding the following new subsection (e), to read in its entirety as follows:
"(e) as soon as available, but in any event not later than 30 days
after the end of each calendar month, the unaudited consolidated statements
of income of each Borrower and its consolidated Subsidiaries for such month
and the portion of the fiscal year through the end of such month, setting
forth in each case in comparative form the figures for the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments);"
(g) Subsection 8.2(b) of the Existing Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following new subsection, to read in its entirety as follows:
"(b) concurrently with the delivery of the financial statements
referred to in Section 8.1, a certificate of a Responsible Officer (i)
stating that, to the best of such Officer's knowledge, each Borrower during
such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and
the other Loan Documents to be observed, performed or satisfied by it, and
that such Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate and (ii) showing in detail
the calculations supporting such Officer's certification of the Borrowers'
compliance with the requirements of Section 9.1;"
(h) Section 8 of the Existing Credit Agreement is hereby amended by
re-lettering subsections (d), (e), (f) and (g) to read as subsections (e), (f),
(g) and (h), respectively, and inserting the following new subsection (d), to
read in its entirety as follows:
"(d) within three Business Days following the last Business Day of
each week, a Borrowing Base Certificate showing the Borrowing Base as of
the last Business day of such week, certified as complete and correct by a
Responsible Officer;"
(i) The Existing Credit Agreement is hereby amended by adding the
following new Section 8.14, to read in its entirety as follows:
"8.14 Liability Insurance. (a)(i) To the extent required by its
insurance carrier, as of December 31, 2001, CNA (an "Insurer"), the
Borrowers shall deposit funds into a deposit account (an "Insurance
Account") maintained at a Lender for the benefit of the Insurer securing
the obligations of the Borrowers to pay the "deductible" portion of any
insurance claims paid by the Insurer and shall enter into a control
agreement in form and substance satisfactory to the Administrative Agent in
respect of such Insurance Account.
(ii) The Borrowers shall use their best efforts to obtain surety
bonds to replace the funds on deposit in an Insurance Account.
5
(iii) The Borrowers shall grant the Administrative Agent, for
the benefit of the Lenders, a security interest in each Insurance
Account, such interest of the Lenders to be junior to the security
interest of the Insurer in such Insurance Account.
(a) Except as provided in subsection (c) below, if for any reason the
Insurer releases the funds on deposit in the Insurance Account, 100% of such
funds shall be applied to prepay the Term Loan and permanently reduce the
Commitments as provided in Section 5.5(c) of the Credit Agreement.
(b) In the event the Borrowers receive approval to participate in the
Department of Transportation's insurance program (the "DOT Insurance Program"),
100% of the funds on deposit in the Insurance Account, minus the cost of the DOT
Insurance Program, upon release by the Insurer, shall be applied to prepay the
Term Loan and permanently reduce the Commitments as provided in Section 5.5(c)
of the Credit Agreement."
(j) Section 9.1 of the Existing Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following new section 9.1, to read in its entirety as follows:
"9.1 Financial Condition Covenants.
(a) Adjusted Leverage Ratio. Permit, for any period of four
consecutive fiscal quarters ending on any date set forth below, the
Adjusted Leverage Ratio to be greater than the amount set forth opposite
such period below:
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Four Fiscal Quarters Ending Ratio
---------------------------------------------
December 31, 2001 4.25
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March 31, 2002 4.25
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June 30, 2002 4.15
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September 30, 2002 4.05
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December 31, 2002 4.00
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March 31, 2003 3.90
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June 30, 2003 3.80
---------------------------------------------
(b) Minimum Fixed Charge Coverage. Permit, for any period of four
consecutive fiscal quarters ending on any date set forth below, the ratio
of (y) Consolidated EBITDAR for such period to (z) Consolidated Fixed
Charges for such period, to be less than the amount set forth opposite such
period below:
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Four Fiscal Quarters Ending Ratio
---------------------------------------------
December 31, 2001 0.80
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March 31, 2002 0.80
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June 30, 2002 0.80
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September 30, 2002 0.85
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December 31, 2002 0.85
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March 31, 2003 0.90
---------------------------------------------
June 30, 2003 1.00
---------------------------------------------
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(c) Maintenance of Consolidated Tangible Net Worth. Permit
Consolidated Tangible Net Worth at any time to be less than the sum of (i)
$33,000,000, (ii) the sum of 75% of Consolidated Net Income (without
reduction for any net loss) for each fiscal quarter ended prior to such
time, commencing with the fiscal quarter ended December 31, 2001, and (iii)
an amount equal to 80% of the Net Proceeds received in connection with the
offering of any equity securities of Group, excluding any Net Proceeds
received by Group in connection with the exercise of any stock options so
long as the stock delivered by Group in connection with the exercise of
such option is not newly issued stock of Group.
(d) Limitation on Leasing. Permit, at any time during any period set
forth below, the sum of (i) all Financing Leases, and (ii) all obligations
of each Borrower or any of its Subsidiaries in respect of any lease of real
or personal property, including, without limitation, residual payments
required pursuant to terminal rental adjustment clauses set forth in leases
of tractors and trailers the term of which is more than one year from such
time, in respect of which the Borrower or any of its Subsidiaries is
obligated as lessee or a user, which lease obligations shall be discounted
at a rate equal to the rate set forth in such lease, to exceed the amount
set forth opposite such period below:
-----------------------------------------------------------
Test Period Amount
-----------------------------------------------------------
September 30, 2001 to December 31, 2002 $142,000
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January 1, 2003 to June 30, 2003 $144,000
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(e) Minimum EBITDA. Permit Consolidated EBITDA for any fiscal quarter
set forth below to be less than the amount set forth opposite such fiscal
quarter in the column headed "Fiscal Quarter Amount" below; provided,
however, in the event that the Consolidated EBITDA for such fiscal quarter
is less than the amount set forth opposite such fiscal quarter in the
column headed "Fiscal Quarter Amount" below, the Borrowers shall
nonetheless be in compliance with this subsection if (i) in the case of the
fiscal quarters ending March 31, 2002, June 30, 2002, September 30, 2002
and December 31, 2002, respectively, the Cumulative Consolidated EBITDA for
such fiscal quarter exceeds the amount set forth opposite such fiscal
quarter in the column headed "Cumulative Amount" below (for purposes of
this subsection, "Cumulative Consolidated EBITDA" shall mean the aggregate
amount of Consolidated EBITDA for a period beginning with the fiscal
quarter ending December 31, 2001
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and ending at the end of the relevant fiscal quarter), or (ii) in the case
of the fiscal quarters ending March 31, 2003 and June 30, 2003,
respectively, the aggregate amount of Consolidated EBITDA for the four
consecutive fiscal quarters ending on March 31, 2003 and June 30, 2003,
respectively, exceeds the amount set forth opposite such fiscal quarter in
the column headed "Cumulative Amount" below:
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Fiscal Quarter Fiscal Quarter
Ending Amount Cumulative Amount
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December 31, 2001 $4,650 $4,650
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March 31, 2002 $4,750 $9,400
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June 30, 2002 $5,000 $14,400
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September 30, 2002 $5,300 $19,700
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December 31, 2002 $5,300 $25,000
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March 31, 2003 $5,500 $22,000
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June 30, 2003 $5,700 $23,000
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(k) Section 9.3 of the Existing Credit Agreement is hereby amended by
adding the following new subsection (j), to read in its entirety as follows:
"(j) Liens created in favor of an Insurer in an Insurance Account as
contemplated by Section 8.14 hereto."
1. Schedule 2.2 of the Existing Credit Agreement is hereby amended
by deleting such Schedule in its entirety and substituting in lieu thereof
Schedule 2.2 to this Amendment.
2. Special Collateral Audit. Counsel, or a special adviser, to the
Administrative Agent shall perform a comprehensive audit of the status of the
Collateral to verify that fully perfected first-priority Liens have been granted
on the Collateral in favor of the Administrative Agent, for the ratable benefit
of the Lenders, in such Collateral. All fees and expenses of such collateral
audit shall be paid by the Borrowers including, without limitation, the fees and
disbursements of Cadwalader, Xxxxxxxxxx & Xxxx, counsel to the Administrative
Agent.
3. Fees. 4. On or prior to the Amendment Effective Date, the
Borrowers, jointly and severally, shall pay to the Administrative Agent, for the
benefit of each Lender, an amendment fee (the "Amendment Fee") in the amount of
$125,000.
(b). In the event any Loans or Letters of Credit are outstanding as of
December 31, 2002 (the "Interim Fee Date"), the Borrowers, jointly and
severally, shall pay to the Administrative Agent, for the benefit of each
Lender, on the Interim Fee Date, a fee in the amount of $125,000.
(5). Condition Precedent. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the following conditions
precedent shall have been satisfied:
8
(a) receipt by the Administrative Agent of this Amendment, executed
and delivered by duly authorized officers of the Required Lenders and the
Borrowers and acknowledged by each of the Guarantors;
(b) receipt by the Administrative Agent of the First Amendment to the
Security Agreement, executed and delivered by duly authorized officers of the
Borrowers, substantially in the form of Exhibit A attached hereto;
(c) receipt by the Administrative Agent of an Officer's Certificate
from each Borrower, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of such Borrower, stating that after giving
effect to this Amendment, (i) all the representations and warranties contained
in the Credit Agreement and the other Loan Documents will be true and correct,
(ii) no Default or Event of Default will have occurred and be continuing, (iii)
there has been no change to the certificate of incorporation and by-laws of such
Borrower as of the Closing Date, (iv) there has been no change to such
Borrower's state of organization from its state of organization as of the
Closing Date, and (v) such Borrower has not created any Subsidiaries from and
after the Closing Date without notifying the Administrative Agent, all of which
statements shall be true and correct as of the Amendment Effective Date;
(d) receipt by the Administrative Agent of an executed legal opinion
of Xxxxx, Rabbach & Xxxxxxxxx, LLP, counsel to the Borrowers, in form and
substance satisfactory to the Administrative Agent;
(e) receipt by the Administrative Agent of a side letter regarding
the sale or other disposition of certain non-core assets of the Borrowers, duly
executed and delivered by the Borrowers to the Lenders, in form and substance
satisfactory to the Administrative Agent;
(f) receipt by the Administrative Agent of the Amendment Fee; and
(g) receipt by the Administrative Agent of any other documents
relating hereto that shall be reasonably requested by the Administrative Agent.
9
6. No Default. On the Amendment Effective Date, (i) the Borrowers
shall be in compliance with all the terms and provisions set forth in the Loan
Documents on its part to be observed or performed, (ii) the representations and
warranties made and restated by each Borrower pursuant to Section 7 of this
Amendment shall be true and complete on and as of such date with the same force
and effect as if made on and as of such date, and (iii) no Default or Event of
Default shall have occurred and be continuing on such date.
7. Representations and Warranties. To induce the Administrative
Agent and the Lenders to enter into this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to the amendments provided for herein, the representations and
warranties contained in the Credit Agreement and the other Loan Documents will
be true and correct in all material respects as if made on and as of the date
hereof and that no Default or Event of Default will have occurred and be
continuing.
8. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
9. Expenses. Each Borrower, jointly and severally, hereby agrees to
pay and reimburse the Administrative Agent for all of the reasonable and
documented out-of-pocket costs and expenses incurred by the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and disbursements of Cadwalader,
Xxxxxxxxxx & Xxxx, counsel to the Administrative Agent.
10. Applicable Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York.
[SIGNATURE PAGES FOLLOW]
[To be attached]
10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
CELADON GROUP, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CELADON TRUCKING SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
ING (U.S.) CAPITAL LLC,
as Administrative Agent and as a Lender
By: /s/ Xxxx Xxxxxxx
-----------------
Name: Xxxxxxx Xxxxxxx
Title: Director
The undersigned Lenders hereby consent and agree to the foregoing Amendment:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
NATIONAL BANK OF CANADA,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
UNION PLANTERS BANK, N.A.,
as a Lender
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
FIFTH THIRD BANK, INDIANA,
as a Lender
By: /s/ Xxxxxxx X. Xxxx
-------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
The undersigned guarantors hereby consent and agree to the foregoing Amendment:
CELADON TRUCKING SERVICES OF INDIANA, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CELADON TRANSPORTATION, LLP
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CHEETAH BROKERAGE CO.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CHEETAH TRANSPORTATION CO.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
INTERNATIONAL FREIGHT HOLDING CORP.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
JML FREIGHT FORWARDING, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
RIL GROUP, LTD.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
RIL INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
WELLINGMUFT HOLDING CO.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CELADON LOGISTICS, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
XXXXX EXPRESS, LTD.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
RIL ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CELADON XXXXX XXXXXX CO.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
ZIPP EXPRESS, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
CELADON E-COMMERCE, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
XXXXXXXXX0X.XXX, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------
Name: Xxxxx Xxxxxxx
Title: Secretary
