Exhibit 10.1


 



FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT







THIS FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of February 28, 2019 is by and among CELADON GROUP, INC. (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).







W I T N E S S E T H







A.         Certain credit facilities have been provided to the Loan Parties pursuant to that certain Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of December 12, 2014 by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent.







B.          The Borrower has informed the Administrative Agent and the Lenders that it intends to consummate one or more Qualifying Liquidity Events and use the proceeds of such Qualifying Liquidity Events to repay certain Obligations.







C.          The Borrower has requested that the Lenders make certain amendments to the Credit Agreement.







D.          The Lenders have agreed to do so on the terms and conditions set forth in this Amendment.


NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:







1.          Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.







2.          Estoppel, Acknowledgement and Reaffirmation.  The undersigned Loan Parties hereby acknowledge and agree that, as of the date hereof, the Outstanding Amount of the Committed Loans and L/C Obligations constitute valid and subsisting obligations of such Loan Parties to the Lenders that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind.  The undersigned Loan Parties hereby acknowledge the Loan Parties’ obligations under the respective Loan Documents to which they are party.  Each of the undersigned Loan Parties hereby (i) acknowledges that it has granted Liens in favor of the Administrative Agent pursuant to, and is a party to, the Collateral Documents (including, with respect to certain Guarantors, pursuant to the Joinder Agreements executed by such Guarantors); (ii) reaffirms that each of the Liens created and granted in or pursuant to the Collateral Documents is valid and subsisting as of the date hereof; (iii) agrees that such Liens shall continue in effect as security for all Obligations; and (iv) agrees that this Amendment shall in no manner impair or otherwise adversely affect such Liens.







3.          Amendments to Credit Agreement.  Subject to the satisfaction of the conditions precedent set forth below, the Credit Agreement is hereby amended as follows:


 


(a)          Section 1.01 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety and substituting the following therefor:












“Aggregate Commitments” means the Commitments of all Lenders.  The amount of the Aggregate Commitments in effect (i) from the Twelfth Amendment Effective Date through and including March 31, 2019 shall be $238,240,000 and (ii) from and after March 31, 2019 shall be $93,240,000, in each case, as such amount may be reduced pursuant to this Agreement.







“L/C Expiration Date” means July 1, 2020.







“Maximum Borrowing Amount” means (i) as of the Twelfth Amendment Effective Date, an amount equal to $203,240,000; and (ii) as of March 31, 2019, an amount equal to $58,240,000, in each case, as such amount may be subsequently reduced from time to time pursuant to Section 2.05 or increased up to an amount not to exceed the Aggregate Commitments with the written consent of the Required Lenders.







“Maximum Outstanding Amount” means (i) as of the Twelfth Amendment Effective Date, an amount equal to $238,240,000; and (ii) as of March 31, 2019, an amount equal to $93,240,000, in each case, as such amount may be subsequently reduced from time to time pursuant to Section 2.05 or increased up to an amount not to exceed the Aggregate Commitments with the written consent of the Required Lenders.







(b)          Section 2.05(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:


(f)          If for any reason, at any time, the ratio of (a) Total Assets as set forth in the Asset Coverage Ratio Certificate most recently delivered pursuant to Section 6.02(h) to (b) Total Outstandings is less than (i) 1.0 to 1.0 at any time prior to March 1, 2019; (ii) 0.97 to 1.0 at any time on or after March 1, 2019 and prior to March 22, 2019 and (iii) 1.0 to 1.0 at any time on or after March 22, 2019, the Borrower shall on the next Business Day prepay Loans and/or Cash Collateralize the Dollar Equivalent of the L/C Obligations in the aggregate amount necessary to reduce the Total Outstandings to an amount that would comply with the applicable foregoing ratio, without a corresponding reduction of the Aggregate Commitments, the Maximum Outstanding Amount or the Maximum Borrowing Amount.







(c)          Section 2.09(e) of the Credit Agreement is hereby amended by deleting the period at the end of such section and adding the following proviso:


; provided, that the monthly commitment fee that would otherwise be due and payable on March 1, 2019 shall be due and payable on March 31, 2019.







(d)          Section 4.02(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:







(f)          After giving effect to the proposed Credit Extension, the ratio of (a) Total Assets as set forth in the Asset Coverage Ratio Certificate most recently delivered pursuant to Section 6.02(h) to (b) Total Outstandings shall not be less than (i) 1.0 to 1.0 at any time prior to March 1, 2019; (ii) 0.97 to 1.0 at any time on or after March 1, 2019 and prior to March 22, 2019 and (iii) 1.0 to 1.0 at any time on or after March 22, 2019.







(e)          Section 6.12(a) of the Credit Agreement is hereby amended by deleting the ratio “2.95:1.00” appearing opposite the February 28, 2019 testing date and inserting “4.24:1.00” in place of such ratio.



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(f)          Section 6.12(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:







         (c)          Asset Coverage Ratio.  Not permit the Asset Coverage Ratio to be less than (i) 1.0 to 1.0 as of the last Business Day of any calendar week ending prior to March 1, 2019; (ii) 0.97 to 1.0 as of the last Business Day of any calendar week ending on or after March 1, 2019 and prior to March 22, 2019 and (iii) 1.0 to 1.0 as of the last Business Day of any calendar week ending on or after March 22, 2019.







(g)          Section 6.12(d) of the Credit Agreement is hereby amended by (i) deleting the amount “$79,092,000” opposite the period of January 27, 2019 through and including March 2, 2019 and inserting “107,752,000” in place of such amount and (ii) deleting the amount “$47,726,000” opposite the period of March 3, 2019 through and including March 30, 2019 and inserting “70,950,000” in place of such amount.







(h)          Section 7.05(d)of the Credit Agreement is hereby amended by deleting clause (ii) of such section and substituting “(ii) [Reserved].” in place thereof.







4.          Consent to Mt. Comfort Disposition.  The Administrative Agent and the Lenders hereby consent to Celadon Realty, LLC’s (“Celadon Realty”) Disposition of the remainder of the parcel of real property owned by Celadon Realty located at 6299 W. CR 300, South Greenfield, Indiana (the “Mt. Comfort Property”) on the following conditions: (i) within one Business Day after the consummation of such Disposition, the Loan Parties shall prepay Loans in an amount equal to the Net Cash Proceeds received in connection with such Disposition without, so long as no Event of Default then exists, a corresponding reduction of the Maximum Outstanding Amount and the Maximum Borrowing Amount; (ii) the amount of net cash proceeds received upon consummation of such Disposition shall be not less than the minimum and not more than the maximum amounts specified by the Administrative Agent to the Borrower in writing on the date hereof; (iii) such Disposition is made to an unaffiliated third party pursuant to an arms-length transaction; and (iv) such Disposition is consummated prior to March 31, 2019.  The Lenders hereby authorize and direct the Administrative Agent to, upon consummation of the Disposition of the Mt. Comfort Property in accordance with the terms set forth in this section, promptly execute and deliver to Celadon Realty (or its designee) a release of the Mortgage encumbering the Mt. Comfort Property.







5.          Conditions Precedent.  This Amendment shall become effective as of the date hereof upon the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent:







(a)          receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors (excluding the Mexican Loan Parties), each Lender and the Administrative Agent;







(b)          receipt by the Administrative Agent of $30,000 in respect of an administrative fee, $10,000 of which shall be distributed to each Lender;







(c)          receipt by the Administrative Agent of opinions of legal counsel to the Borrower in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; and


 



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(d)          receipt by the Administrative Agent of a certificate of each Loan Party (excluding the Mexican Loan Parties) dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment and (B) in the case of the Borrower, certifying that, after giving effect to this Amendment, (1) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events, and (2) no Default exists after giving effect to this Amendment.







6.          Payment of Fees and Expenses.  Without limiting the Loan Parties’ obligations under Section 10.04 of the Credit Agreement, the Borrower shall, promptly, and in any event within 5 Business Days of demand therefor, reimburse (i) the Administrative Agent for all fees and expenses of the Administrative Agent (including without limitation, all fees and expenses of US, Mexican and Canadian counsel to the Administrative Agent and financial advisors to the Administrative Agent and all appraisal, inspection and other costs incurred by the Administrative Agent) and (ii) each Lender for all reasonable out-of-pocket travel expenses of, and fees and expenses of counsel to, such Lender, in each case, incurred in connection with the Loan Documents, including without limitation this Amendment.







7.          Release.  In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Amendment, each of the undersigned Loan Parties hereby releases and forever discharges the Administrative Agent, the Lenders and each of the Administrative Agent’s and the Lenders’ predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, in each case to the extent arising in connection with the Loan Documents or any of the negotiations, activities, events or circumstances arising out of or related to the Loan Documents through the date of this Amendment, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any of the undersigned Loan Parties may have or claim to have against any entity or other Person within the Lender Group.







8.          Amendment is a “Loan Document”.  This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.







9.          Representations and Warranties; No Default.  Each undersigned Loan Party represents and warrants to the Administrative Agent and each Lender that (a) any forecasts of cash flows and other projections delivered to the Administrative Agent or any Lender prior to the date hereof reflect the Borrower’s good faith estimate of the matters described therein, (b) the representations and warranties of each undersigned Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, in each case, other than with respect to the Audit Events, and (c) after giving effect to this Amendment, no Default exists, including without limitation any Default under Section 8.01(e) of the Credit Agreement.



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10.          No Other Changes.  Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.







11.          Counterparts; Delivery.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.







12.          Amendment, Modification and Waiver.  This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.


13.          Governing Law.  This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Indiana.







[SIGNATURE PAGES FOLLOW]



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IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth Amendment to Amended and Restated Credit Agreement to be duly executed as of the date first above written.








	
BORROWER:

	
CELADON GROUP, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	
GUARANTORS:

	
CELADON TRUCKING SERVICES, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
CELADON LOGISTICS SERVICES, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
QUALITY EQUIPMENT LEASING, LLC


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
CELADON E-COMMERCE, INC.


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer









  

















	
GUARANTORS:

	
A&S SERVICES GROUP, LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
OSBORN TRANSPORTATION, INC.


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
CELADON CANADIAN HOLDINGS, LIMITED


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
HYNDMAN TRANSPORT LIMITED


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
BEE LINE, INC.


	 	 	 
	 	
By:

	
/s/ Chase Welsh


	 	
Name:

	
Chase Welsh


	 	
Title:

	
Secretary







 






















	
GUARANTORS:

	
BUCKLER TRANSPORT, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
CELADON DRIVING ACADEMY, LLC


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
CELADON REALTY, LLC


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
DISTRIBUTION, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
EAGLE LOGISTICS SERVICES INC.


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer







 

















	GUARANTORS:	
QUALITY COMPANIES LLC


	 	 	 
	 	
By:

	
/s/ Paul Svindland


	 	
Name:

	
Paul Svindland


	 	
Title:

	
Chief Executive Officer


	 	 	 
	 	 	 
	 	
TAYLOR EXPRESS, INC.


	 	 	 
	 	
By:

	
/s/ Chase Welsh


	 	
Name:

	
Chase Welsh


	 	
Title:

	
Secretary
































	GUARANTORS:	
A&S REAL ESTATE HOLDINGS, LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
BUCKLER LOGISTICS, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
HUNT VALLEY EQUIPMENT CO., LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
J. DAVID BUCKLER, INC.


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
QUALITY INSURANCE LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer







 












	
GUARANTORS:

	
VORBAS, LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
A&S KINARD LOGISTICS, LLC


	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer


	 	 	 
	 	 	 
	 	
BUCKLER DISTRIBUTION CENTER, L.P.


	 	 	 
	 	By:	J. David Buckler, Inc., its general partner 
	 	 	 
	 	
By:

	
/s/ Thomas S. Albrecht


	 	
Name:

	
Thomas S. Albrecht


	 	
Title:

	
Chief Financial Officer





































	
ADMINISTRATIVE AGENT:

	
BANK OF AMERICA, N.A., as Administrative Agent


	 	 	 
	 	
By:

	
/s/ Andrew J. Maidman


	 	
Name:

	
Andrew J. Maidman


	 	
Title:

	
Senior Vice President


	 	 	 
	
LENDERS:

	
BANK OF AMERICA, N.A., as a Lender


	 	 	 
	 	 	 
	 	
By:

	
/s/ Andrew J. Maidman


	 	
Name:

	
Andrew J. Maidman


	 	
Title:

	
Senior Vice President


	 	 	 
	 	 	 
	 	
WELLS FARGO BANK, N.A., as a Lender


	 	 	 
	 	 	 
	 	
By:

	
/s/ Perry T. Larson


	 	
Name:

	
Perry T. Larson


	 	
Title:

	
Senior Vice President


	 	 	 
	 	 	 
	 	
CITIZENS BANK, N.A., as a Lender


	 	 	 
	 	 	 
	 	
By:

	
/s/ Gregory Clark


	 	
Name:

	
Gregory Clark


	 	
Title:

	
Executive Vice President















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