Exhibit 10.1 Credit Facility Waiver

1029052 99581027
August 14, 2000
Transit Group, Inc.
2859 Paces Ferry Road
Atlanta, Georgia 30339

Re: Waiver

Ladies and Gentlemen:

Please refer to the Working  Capital  Credit  Agreement  dated as of October 25,
1999 (as previously amended,  the "Credit Agreement") and the Acquisition Credit
Agreement dated as of October 25, 1999 (as previously amended,  the "Acquisition
Credit  Agreement"),  each among Transit Group, Inc. (the  "Borrower"),  various
financial  institutions and Bank One, NA, as Agent.  Capitalized  terms used but
not otherwise  defined herein have the respective  meanings  assigned thereto in
the Credit  Agreement.

At the Borrower's request, the Required Lenders (which also constitute "Required
Lenders" under and as defined in the Acquisition  Credit Agreement) hereby waive
through  September  15,  2000:  (a) any  failure by the  Borrower to comply with
Section  6.24.1 of the Credit  Agreement and Section  6.24.1 of the  Acquisition
Credit Agreement (minimum Fixed Charge Coverage Ratio) for the period ended June
30, 2000 so long as the ratio described in such Section  (calculated  based upon
the assumption that Indebtedness  under the Acquisition Credit Agreement (except
for the  principal  installments  due  December 31, 2000 and March 31, 2001) and
under the Credit  Agreement is not included in current  maturities  of principal
Indebtedness, notwithstanding the accounting treatment thereof) is not less than
0.8 to 1 for such  period and (b) any  failure by the  Borrower  to comply  with
Section  6.24.2 of the Credit  Agreement and Section  6.24.2 of the  Acquisition
Credit Agreement  (maximum Leverage Ratio) for the period ended June 30, 2000 so
long as the ratio  described  in such  Section is not greater than 4.22 to 1 for
such period.  The Borrower  acknowledges that the foregoing waivers shall expire
on September 15, 2000 and, absent a further waiver by the Required Lenders or an
amendment to each of the Credit Agreements referred to above, an immediate Event
of Default shall exist. The parties hereto  acknowledge that they are discussing
possible amendments to such Credit Agreements,  but that no agreements have been
reached regarding such possible amendments,  that there is no assurance that the
parties  will agree on the terms of such  amendments  and that nothing set forth
herein constitutes a commitment to reach any agreement on any such terms.

At the Borrower's request,  the Required Lenders hereby waive any failure by the
Borrower to comply with Section 2.3(b) of the Credit Agreement (a) for the weeks
ended  July 28,  2000  through  August  11,  2000,  so long as the result of the
Aggregate Outstanding Credit Exposure minus the Borrowing Base (such result, the
"Borrowing1029052  99581027 -2- Base Shortfall")  does not exceed  $6,236,000 at
the end of any such period,  (b) for the week ending  August 18, 2000 so long as
the  Borrowing  Base  Shortfall  does not exceed  $5,200,000  at the end of such
period,  (c) for the week ending August 25, 2000 so long as the  Borrowing  Base
Shortfall  does not exceed  $4,200,000 at the end of such period and (d) for the
week ending  September 1, 2000 so long as the Borrowing  Base Shortfall does not
exceed $2,600,000 at the end of such period.

In consideration of the foregoing waivers and consents, the Borrower agrees with
the  Agent  and the  Required  Lenders  that:

(a)  the  Borrower  will pay the  reasonable  fees and charges of any  financial
     advisors  (including  Freed  Maxick ABL  Services,  Inc.  and  Norman  Levy
     Associates, Inc.) retained by the Agent or by counsel to the Agent; and

(b)  concurrently  with the effectiveness  hereof,  the Borrower will pay to the
     Agent for the  account  of each  Lender a waiver fee equal to 0.125% of the
     total of (i) the amount of such Lender's  Commitment and (ii) such Lender's
     Outstanding  Credit Exposure under and as defined in the Acquisition Credit
     Agreement.

This letter is limited to the matters  specifically  set forth  herein and shall
not be deemed to constitute a waiver or consent with respect to any other matter
whatsoever.  The Lenders reserve all of their rights,  powers and remedies under
the Credit Agreement, the Acquisition Credit Agreement and applicable law.

This  letter  may be  executed  in  counterparts  and by the  parties  hereto on
separate  counterparts.  This letter shall become  effective upon receipt by the
Agent  of (a)  counterparts  hereof  (or  facsimiles  thereof)  executed  by the
Borrower,  the Required  Lenders and the Required  Lenders under the Acquisition
Credit Agreement and (b) confirmation  that the Borrower has paid the waiver fee
referred to above.

This letter shall be governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.

Please acknowledge your agreement to the foregoing by signing
and returning a counterpart hereof to the Agent.

BANK ONE, NA, Individually and as Agent
(Main Office Chicago)

By:
Name:
Title:

AMSOUTH BANK

By:
Name:
Title:

BANK OF AMERICA, N.A.

By:
Name:
Title:

COMPASS BANK

By:
Name:
Title:

BRANCH BANKING AND TRUST

By:
Name:
Title:

NATIONAL BANK OF CANADA

By:
Name:
Title: