FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 24,
1997 (this "Amendment") by and among CELADON GROUP, INC., a Delaware
corporation ("CG"), CELADON TRUCKING SERVICES, INC., a New Jersey corporation
("Trucking") (collectively with CG, referred to as the "Companies" and
individually, each a "Company"), the Banks set forth on the signature pages of
the Credit Agreement referred to below (collectively, the "Banks" and
individually, each a "Bank"), NBD BANK, N.A., a national banking association,
assignee of NBD Bank, as co-agent for the Banks ("Co-Agent A") and THE FIRST
NATIONAL BANK OF BOSTON, a national banking association, as co-agent for the
Banks ("Co-Agent B" and together with Co-Agent A, referred to as the
"Co-Agents").
RECITALS
A. CG, Trucking, the Banks and the Co-Agents are parties to a
Credit Agreement dated as of June 1, 1994, as amended by a First Amendment to
Credit Agreement dated as of October 31, 1994, a Second Amendment to Credit
Agreement dated as of October 31, 1995, letter agreements dated January 31,
1996, February 15, 1996 and June 29, 1996, a Third Amendment to Credit
Agreement dated as of September 13, 1996 and letter agreements dated as of
November 25, 1996 and December 18, 1996 (as amended, the "Credit Agreement").
B. The Companies have requested that the Co-Agents and the Banks
extend the Conversion Date and make certain other amendments to the Credit
Agreement, and the Co-Agents and the Banks are willing to do so strictly in
accordance with the terms hereof, and provided the Credit Agreement is amended
as set forth herein, and the Companies have agreed to such amendments.
AGREEMENT
Based upon these recitals, the parties agree as follows:
1. Upon satisfaction of the conditions set forth in paragraph 4
hereof, the Credit Agreement shall hereby be amended as of the effective date
hereof as follows:
(a) The definition of "Applicable Margin" in Section 1.1 shall
be amended as follows:
(i) Line 5 and 6 in the table shall be deleted and line 5
below shall be substituted in place thereof
Revolving Credit Letter of Commitment
Loans Term Loans Credit Fees Fees
---------------- ---------- ------------ -----------
5. If the Leverage
Ratio is greater
than or equal to
2.75 to 1.0
or the Fixed
Charge Coverage
Ratio is less than
or equal to 1.20 to
1.0 1-5/8% 1-7/8% 1-5/8% l/2%
(ii) The last paragraph of such definition shall be
amended by deleting the reference in the fourth sentence to
"clause 6" and inserting "clause 5" in place thereof and by
deleting the last sentence of such paragraph and inserting the
following in place thereof: "Notwithstanding the foregoing, the
Companies, the Banks and the Agent agree that the Applicable
Margin shall be as set forth in line 5 of the table above,
effective as of March 1, 1997, until the Banks receive the
financial statements for the fiscal quarter ending March 31,
1997, at which time the Applicable Margin shall be determined as
set forth above."
(b) The definition of "Termination Date" in Section 1.1 shall be
amended by deleting the reference therein to "April 1, 1997" and inserting
"June 1, 1997" in place thereof.
(c) A new definition of "Fourth Amendment Effective Date" shall
be added to Section 1.1 to read as follows:
"Fourth Amendment Effective Date" shall mean March 24,
1997.
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(d) The "Commitment Amount" set forth on the signature pages
next to the name of each Bank and the "Total Commitment Amount of All Banks"
set forth on the signature pages shall be deleted and the following shall be
inserted in place thereof:
Commitment Amount
NBD Bank, N.A. $15,000,000
The First National
Bank of Boston $15,000,000
Total Commitment Amount
of all Banks $30,000,000
(e) Exhibit A-1 attached hereto (the "New Revolving Credit
Note") is hereby substituted in place of Exhibit A-1 attached to the Credit
Agreement. Schedule 4.4 attached hereto is hereby substituted in place of
Schedule 4.4 to the Credit Agreement.
2. From and after the effective date of this Agreement,
references to the "Credit Agreement" in the Credit Agreement, the Revolving
Credit Notes, the Term Notes, the Security Documents and all other documents
executed pursuant to the Credit Agreement shall be deemed references to the
Credit Agreement as amended hereby.
3. Each Company represents and warrants to the Co-Agents and the
Banks that:
(a) (i) The execution, delivery and performance of this
Amendment and the New Revolving Credit Notes by the Company and all agreements
and documents delivered pursuant hereto by the Company have been duly
authorized by all necessary corporate action and do not and will not require
any consent or approval of its stockholders, violate any provision of any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award presently in effect having applicability to it or of its articles of
incorporation or bylaws, or result in a breach of or constitute a default under
any indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Company is a party or by which it or its properties may
be bound or affected; (ii) no authorization, consent, approval, license,
exemption of or filing a registration with any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary to the valid execution, delivery or
performance by the Company of this Amendment, the New Revolving Credit Notes
and all agreements and documents delivered pursuant hereto and (iii) this
Amendment the New Revolving Credit Notes and all agreements and documents
delivered pursuant hereto by the Company are the legal, valid and binding
obligations of the Company enforceable against it in accordance with the terms
thereof.
(b) After giving effect to the amendments contained herein and
effected
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pursuant hereto, the representations and warranties contained in Article IV of
the Credit Agreement are true and correct on and as of the effective date hereof
with the same force and effect as if made on and as of such effective date.
(c) No Event of Default (as defined in Article VI of the Credit
Agreement) and no Default shall have occurred and be continuing or will exist
under the Credit Agreement as of the effective date hereof.
4. This Amendment shall not become effective until:
(a) The favorable written opinion of counsel for the Companies
in form and substance satisfactory to the Co-Agents;
(b) The Companies shall have executed and delivered the New
Revolving Credit Notes to the Banks;
(c) The Companies shall have delivered to Co-Agent A such other
documents and instruments as the Co-Agents and the Banks may request.
5. Each Company agrees to pay and save Co-Agents harmless from
liability for the payment of all costs and expenses arising in connection with
this Amendment, including the reasonable fees and expenses of Dickinson,
Wright, Moon, Van Dusen & Xxxxxxx, counsel to Co-Agent A, and Xxxxxxx, Xxxx &
Xxxxx, counsel for Co-Agent B, in connection with the preparation and review of
this Amendment and any related documents.
6. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. Except as
expressly contemplated hereby, the Credit Agreement, and all related notes,
guaranties, certificates, instruments and other documents, are hereby ratified
and confirmed and shall remain in full force and effect, and each Company
acknowledges that it has no defense, offset or counterclaim thereunder.
7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.
8. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and
any of the parties hereto may execute this Amendment by signing any such
counterpart.
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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/ Xxx X. Xxxxxx
----------------------------------
Its: CFO
-------------------------------
CELADON TRUCKING SERVICES, INC.
By: /s/ Xxx X. Xxxxxx
----------------------------------
Its: CFO
-------------------------------
NBD BANK, N.A., assignee of NBD Bank,
individually and as Co-Agent A
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Its: Vice President
-------------------------------
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Co-Agent B
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Its:
-------------------------------
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EXHIBIT A-1
REVOLVING CREDIT NOTE
$15,000,000 March ,1997
FOR VALUE RECEIVED, CELADON GROUP, INC., a Delaware corporation,
and CELADON TRUCKING SERVICES, INC., a New Jersey corporation (collectively,
the "Companies"), hereby jointly and severally promise to pay to the order of
, a (the "Bank"),
at the principal banking office of Co-Agent A in lawful money
of the United States of America and in immediately available funds, the
principal sum of Fifteen Million Dollars ($15,000,000), or such lesser amount
as is recorded on the schedule attached hereto, or in the books and records of
the Bank, on the Termination Date (as defined in the Credit Agreement referred
to below); and to pay interest on the unpaid principal balance hereof from time
to time outstanding, in like money and funds, for the period from the date
hereof until the Revolving Credit Loans evidenced hereby shall be paid in full,
at the rates per annum and on the dates provided in the Credit Agreement
referred to below.
The Bank is hereby authorized by the Companies to record on the
schedule attached to this Revolving Credit Note or on its books and records,
the date, amount and type of each Revolving Credit Loan, the duration of the
related Eurodollar Interest Period (if applicable), the amount of each payment
or prepayment of principal thereon and the other information provided for on
such schedule, which schedule or such books and records, as the case may be,
shall constitute prima facie evidence of the information so recorded, provided,
however, that any failure by the Bank to record any such information shall not
relieve any Company of its obligation to repay the outstanding principal amount
of such Revolving Credit Loans, all accrued interest thereon and any amount
payable with respect thereto in accordance with the terms of this Revolving
Credit Note and the Credit Agreement.
Each Company and each endorser or guarantor hereof waives
demand, presentment, protest, diligence, notice of dishonor and any other
formality in connection with this Revolving Credit Note. Should the
indebtedness evidenced by this Revolving Credit Note or any part thereof be
collected in any proceeding or be placed in the hands of attorneys for
collection, each Company agrees to pay, in addition to the principal, interest
and other sums due and payable hereon, all costs of collecting this Revolving
Credit Note, including attorneys' fees and expenses.
This Revolving Credit Note is issued in exchange and
substitution for a Revolving Credit Note dated June 7, 1994 and evidences one
or more Revolving Credit Loans made under a Credit Agreement, dated as of June
1, 1994 (as now and hereafter amended or modified from time to time, the
"Credit Agreement"), by and among the Companies, the banks (including the Bank)
named therein and NBD Bank, as co-agent for the banks, and The First National
Bank of Boston, as co-agent for the banks, to which reference is hereby made
for a statement of the circumstances under which this Revolving Credit Note is
subject to prepayment and under which its due date may be accelerated and for a
description of the collateral and security securing this Revolving Credit Note.
Capitalized terms used but not defined in this Revolving Credit Note shall have
the respective meanings assigned to them in the Credit Agreement.
This Revolving Credit Note is made under, and shall be governed
by and construed in accordance with, the laws of the State of Michigan in the
same manner applicable to contracts made and to be performed entirely within
such State and without giving effect to choice of law principles of such State.
CELADON GROUP, INC.
By:
-------------------------------------
Its:
------------------------------------
CELADON TRUCKING SERVICES, INC.
By:
-------------------------------------
Its:
------------------------------------
REVOLVING CREDIT NOTE
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Schedule to Revolving Credit Note, dated
March , 1997, made by Celadon Group, Inc. and Celadon Trucking Services, Inc.
in favor of
Principal
Amount
Trans- Principal Type Interest Paid,Pre- Principal
action Amount of of Interest Period (if paid or Balance Notation
Date Loan Loan* Rate applicable) Converted Outstanding Made by
------- --------- ----- -------- ---------- ---------- ----------- ---------
-------------
* E - Eurodollar Rate
F - Floating Rate
REVOLVING CREDIT NOTE
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SCHEDULE 4.4
SUBSIDIARIES
INCORPORATION RECORD AND
CORPORATION NAME JURISDICTION BENEFICIAL OWNER
Celadon Real Estate Corp. DE Celadon Trucking Services, Inc.
Celadon Trucking Services of IN Celadon Trucking SErivces, Inc.
Indiana, Inc.
Cheetah Transportation, Inc. NC Celadon Group, Inc.
Celadon Logistics, Inc. DE Celadon Group, Inc.
Celadon Air Mexicana MEX Celadon Logistics, Inc.
Celadon Express, Inc. DE Celadon Group, Inc.
Celadon Acquisition Corp. IN Celadon Group, Inc.
Celadon Container Services, Inc. MI Celadon Group, Inc.
RIL Acquisition Corp. DE Celadon Group, Inc.
RIL, Inc. DE RIL Group, Ltd.
International Freight Holding Corp. DE RIL Acquisition Corp.
Skymex, Inc. DE Int'l Freight Holding Corp.
RIL Group, Ltd. DE Int'l Freight Holding Corp.
RIL, Inc. DE RIL Group, Ltd.
Xxxxx Express, Ltd. NY RIL Group, Ltd.
Wellingtonmun Holding Co. NY RIL Group, Ltd.
147-95 Farmers Blvd, Inc. DE RIL, Inc.
Xxxxx Int'l Customs House Brokerage DE RIL, Inc.
Xxxxx International, U.K. UK RIL, Inc.
Guestair Ltd UK Xxxxx International, U.K.
JML Freight Forwarding, Inc. NY Int'l Freight Holding Corp.