exhibit1023.htm


    Exhibit
      10.23

    
 

    SECOND
      AMENDMENT TO

    CREDIT
      AGREEMENT

    


    


    THIS
      SECOND AMENDMENT TO CREDIT
      AGREEMENT ("Second
      Amendment") is made as of
      the 30th day
      of June, 2007, among CELADON
      GROUP,
      INC., CELADON TRUCKING SERVICES, INC.,
      TRUCKERSB2B, INC., and CELADON LOGISTICS SERVICES, INC. (collectively,
      the"Borrowers"),
      the financial institutions that are
      parties hereto (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 entered into a certain Credit Agreement, as amended December
      23,
      2005 (as amended, the "Agreement");
      and

    


    WHEREAS,
      the parties desire to further
      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 agree as follows:

    


    


    PART
      I. AMENDATORY
      PROVISIONS

    


    SECTION
      11

    


    NEGATIVE
      COVENANTS

    


    Section
      11.1.              Debt. Section
      11.1 of the Agreement is hereby
      amended by substituting the following new Section 11.1(b) in lieu of the
      existing Section 11.1(b):

     

         (b)       
      Debt secured by Liens permitted by Section
      11.2(d), and
      extensions, renewals and refinancings thereof; provided
that
      the aggregate amount of all such Debt at any time
      outstanding shall not exceed $80,000,000;

     

    PART
      II. 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 Second Amendment; provided,
      however, in the event of any irreconcilable inconsistency, this Second Amendment
      shall control;

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)           
      Capitalized terms used in this
      Second 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
      Second Amendment, there does not exist any Event of Default or Unmatured Event
      of Default; and

    


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

    


    PART
      III. CONDITIONS
      PRECEDENT

    


    Notwithstanding
      anything contained in
      this Second Amendment to the contrary, the Lenders shall have no obligation
      under this Second 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
      Agent:

     

    
      (i)     This
        Second Amendment, duly executed by the Borrowers, the Agent and the Required
        Lenders in the form 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;

     

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


    PART
      IV.  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 Second Amendment.

    


    PART
      V.  EXPENSES

    


    The
      Borrowers agree to pay or reimburse
      the Agent for all reasonable expenses of the Agent (including, without
      limitation, reasonable attorneys' fees) incurred in connection with this Second
      Amendment.

    


    [THIS
      SPACE INTENTIONALLY LEFT
      BLANK]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Borrowers, the
      Agent and the Lenders have caused this Second 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


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              LASALLE
                BANK NATIONAL ASSOCIATION,
                as Administrative Agent, as Swing Line Lender, as Issuing Lender
                and as a
                Lender

            
	 	 
	 	 
	
              By:

            	 /s/
              David Thomas
	
              Title:

            	 Senior
              Vice President


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	
              FIFTH
                THIRD BANK, a
                Lender

            
	 	 
	 	 
	
              By:

            	 /s/
              David O'Neal
	
              Title:

            	 Vice
              President


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              JPMORGAN
                CHASE BANK, N.A., a
                Lender

            
	 	 
	 	 
	
              By:

            	 /s/
              Randy Stephens
	
              Title:

            	 Vice
              President


    

    


    


    Back
      to Form 10-Q