Exhibit
      10.21

    


    FIRST
      AMENDMENT TO 

    CREDIT
      AGREEMENT

    


    This
      First Amendment to Credit Agreement ("First
      Amendment") is
      made
      as of the 23rd day of December, 2005, among Celadon
      Group, Inc., Celadon Trucking Services, Inc., Truckersb2b, Inc., Celadon
      Logistics Services, Inc. ("Celadon
      Logistics"), the
      financial institutions that are or may from time to time become parties hereto
      (together with their respective successors and assigns, the "Lenders")
      and
      Lasalle
      Bank National Association
      (in its
      individual capacity, "LaSalle"),
      as Administrative
      Agent for the Lenders, and as Swing Line Lender and Issuing Lender.

    


    Witnesseth:

    


    Whereas,
      as of
      September 26, 2005, the parties hereto (other than Celadon Logistics) entered
      into a certain Credit Agreement (the "Agreement");

    


    Whereas,
      Celadon
      Logistics has recently been formed as a Wholly-Owned Subsidiary of Celadon
      Trucking Services, Inc.;

     

                   Whereas,
      the
      parties hereto desire that Celadon Logistics become a borrower under the
      Commitment established under and pursuant to the Agreement; and

    


    Whereas,
      the
      parties desire to amend the Agreement as herein provided;

    


    Now,
      Therefore,
      in
      consideration of the premises, and the mutual promises herein contained, the
      parties agree that the Agreement shall be, and it hereby is, amended as provided
      herein and the parties further agrees as follows:

    


    PART
      I. 
      AMENDATORY
      PROVISIONS

    


    SECTION
      I

    


    DEFINITIONS

    


    Section
      1.1.     Definitions.

    


    (a)  Section
      1.1 of the Agreement is hereby amended by substituting the following new
      definitions in lieu of the existing like definitions:

    


    Borrower
      means
      any and each of the Company, Celadon Trucking Services, Inc., TruckersB2B,
      Inc.
      and Celadon Logistics Services, Inc.

    


    Borrowers
      means,
      jointly and severally, the Company, Celadon Trucking Services, Inc.,
      TruckersB2B, Inc. and Celadon Logistics Services, Inc. 


    
      
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          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                       PAGE
          1 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Tangible
      Net Worth
      of any
      Person means an amount equal to: (a) Net Worth of such Person; less (b) the
      sum
      of goodwill, patents, trademarks and other assets that would be classified
      as
      intangible assets in accordance with GAAP.

    


    SECTION
      10

    


    AFFIRMATIVE
      COVENANTS

    


    Section
      10.1.     Reports,
      Certificates and Other Information. Section
      10.1 of the Agreement is hereby amended by substituting the following new
      Sections 10.1.1 and 10.1.2 in lieu of the existing Sections 10.1.1 and
      10.1.2:

    


    10.1.1    
      Annual
      Report.
      Promptly
      when available and in any event within 90 days after the close of each Fiscal
      Year: (a) a copy of the annual audit report of the Company and its Subsidiaries
      for such Fiscal Year, including therein consolidated balance sheets and
      statements of earnings and cash flows of the Company and its Subsidiaries as
      at
      the end of such Fiscal Year, certified without adverse reference to going
      concern value and without qualification by independent auditors of recognized
      standing selected by the Company and reasonably acceptable to the Administrative
      Agent; and (b) a consolidating balance sheet of the Company and its Subsidiaries
      as of the end of such Fiscal Year and consolidating statement of earnings for
      the Company and its Subsidiaries for such Fiscal Year, certified by a Senior
      Officer of the Company.

     

                 10.1.2    
      Interim
      Reports.
      Promptly
      when available and in any event within 45 days after the end of each Fiscal
      Quarter (except the last Fiscal Quarter of each Fiscal Year), consolidated
      and
      consolidating balance sheets of the Company and its Subsidiaries as of the
      end
      of such Fiscal Quarter, together with consolidated and consolidating statements
      of earnings and consolidated cash flows for such Fiscal Quarter and for the
      period beginning with the first day of such Fiscal Year and ending on the last
      day of such Fiscal Quarter, certified by a Senior Officer of the
      Company.

    


    


    PART
      II.  
      PROVISIONS
      APPLICABLE TO CELADON LOGISTICS

    


    As
      of the
      date of this First Amendment, all of the provisions of the Agreement shall
      be
      applicable to, and binding upon, Celadon Logistics to the same extent such
      provisions are applicable to, and/or binding upon, the other
      Borrowers.

    


    


    PART
      III.  
      EXHIBITS
      AND SCHEDULES

    


    The
      Agreement is hereby amended by (a) substituting Exhibit
      A to
      this
      First Amendment in lieu of Exhibit A
      to the
      Agreement, and (b) by substituting Schedule
      9.8 (Subsidiaries)
      to this First Amendment in lieu of Schedule
      9.8 to
      the
      Agreement.


    
      
        
          FIRST
            AMENDMENT TO CREDIT
            AGREEMENT                                                                                                                                                                                                                                       
PAGE 2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

    

    PART
      IV.    CONTINUING EFFECT

     

    Except
      as
      expressly modified herein:

     

    (a)       
      All
      terms, conditions, representations, warranties and covenants contained in the
      Agreement shall remain the same and shall continue in full force and effect,
      interpreted, wherever possible, in a manner consistent with this First
      Amendment; provided,
      however, in
      the
      event of any irreconcilable inconsistency, this First Amendment shall
      control;

    


    (b)       
      The
      representations and warranties contained in the Agreement shall survive this
      First Amendment in their original form as continuing representations and
      warranties of Borrowers; and

    


    (c)       
      Capitalized
      terms used in this First Amendment, and not specifically herein defined, shall
      have the meanings ascribed to them in the Agreement.

    


    In
      consideration hereof, each Borrower represents, warrants, covenants and agrees
      that:

    


    (aa)  Each
      representation and warranty set forth in the Agreement, as hereby amended,
      remains true and correct as of the date hereof in all material respects, except
      to the extent that such representation and warranty is expressly intended to
      apply solely to an earlier date and except changes reflecting transactions
      permitted by the Agreement;

    


    (bb)  There
      currently exist no offsets, counterclaims or defenses to the performance of
      the
      Obligations (such offsets, counterclaims or defenses, if any, being hereby
      expressly waived);

    


    (cc)  Except
      as
      expressly waived in this First Amendment, there does not exist any Event of
      Default or Unmatured Event of Default; and

    


    (dd)  After
      giving effect to this First Amendment and any transactions contemplated hereby,
      no Event of Default or Unmatured Event of Default is or will be occasioned
      hereby or thereby.

     

    
      PART
        V.    CONDITIONS
        PRECEDENT

       

    

    Notwithstanding
      anything contained in this First Amendment to the contrary, the Lenders shall
      have no obligation under this First Amendment until each of the following
      conditions precedent have been fulfilled to the satisfaction of the
      Lenders:

    


    (a)     
      Each
      of
      the conditions set forth in Section 12.2 of the Agreement shall have been
      satisfied;

    


        (b)    
      The
      Agent
      shall have received each of the following, in form and substance satisfactory
      to
      the Lenders:


    
      
        FIRST
          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                        PAGE
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    (i)    
      This
      First Amendment, the Replacement Notes, and such other instruments, documents
      and opinions as the Lenders shall reasonably require, all duly executed by
      the
      parties thereto in the forms approved by the Agent;

    


    (ii)    
      A
      duly
      executed certificate of the Secretary or any Assistant Secretary of each
      Borrower (A) certifying as to attached copies of resolutions of such Borrower
      authorizing the execution, delivery and performance, respectively, of the
      documents referenced in the immediately preceding subparagraph, and (B)
      certifying as complete and correct as to attached copies of the Articles of
      Incorporation and By-Laws, or certifying that such Articles of Incorporation
      or
      By-Laws, have not been amended (except as shown) since the previous delivery
      thereof to the Lenders;

    


    (iii)    
      A
      Reaffirmation of Guaranty, in the form prescribed by the Agent, duly executed
      by
      the Guarantors;

    


    (iv)    
      A
      favorable written opinion of counsel to Celadon Logistics, in form and scope
      acceptable to the Lenders;

    


         
      (c)     All
      reasonable expenses of the Agent (including, without limitation, reasonable
      attorneys' fees), shall have been reimbursed by Borrowers;

    


         
      (d)     All
      legal
      matters incident to this First Amendment shall be reasonably satisfactory to
      the
      Lenders and their counsel.

     

    PART
      VI.     INDEPENDENT
      CREDIT DECISION

    


    Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent or any other Lender, based on such documents and information as it has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      First Amendment.

    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]


    
      
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          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                       PAGE
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    IN
      WITNESS WHEREOF,
      the
      Borrowers, the Agent and the Lenders have caused this First Amendment to be
      executed by their respective officers duly authorized as of the date first
      above
      written.

    


    


    
      	
              "BORROWERS"

            
	 
	
              CELADON
                GROUP, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Paul Will

            
	
              Title:

            	
              Treasurer

            
	 	 
	 	 
	 	 
	
              CELADON
                TRUCKING SERVICES, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Wayne A. Deno

            
	
              Title:

            	
              Treasurer

            
	 	 
	 	 
	 	 
	
              TRUCKERSB2B,
                INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Wayne A. Deno

            
	
              Title:

            	
              Treasurer

            
	 	 
	 	 
	 	 
	
              CELADON
                LOGISTICS SERVICES, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Wayne A. Deno

            
	
              Title:

            	
              Treasurer

            


    

    


    



    
      
        FIRST
          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                        PAGE
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              LASALLE
                BANK NATIONAL ASSOCIATION, as Administrative
                Agent,

              as
                Swing Line Lender, as Issuing Lender and as a Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                David J. Thomas

            
	
              Title:

            	
              Senior
                Vice President

            


    

    


    


    



    
      
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          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                       PAGE
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              FIFTH
                THIRD BANK (CENTRAL INDIANA), 

              a
                Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                David O'Neal

            
	
              Title:

            	
              Vice
                President

            


    

    


    



    
      
        FIRST
          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                        PAGE
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              JPMORGAN
                CHASE BANK, N.A., 

              a
                Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                David R. Fischer

            
	
              Title:

            	
              Senior
                Vice President

            
	 	 


    

    


    
      
        
        

      

      
        FIRST
          AMENDMENT TO CREDIT
          AGREEMENT                                                                                                                                                                                                                                        PAGE
          8