<PAGE>
EXHIBIT 10.24
FOURTH AMENDMENT AND OVERRIDE AGREEMENT
FOURTH AMENDMENT AND OVERRIDE AGREEMENT, dated as of September 6, 2000
(this "Override Agreement"), to the Credit Agreement, dated as of August 11,
1999 (as amended, supplemented or otherwise modified prior to the date hereof,
the "Existing Credit Agreement"; as modified hereby and as further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among CELADON GROUP, INC., a Delaware corporation ("Group") and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation ("Trucking"; together with Group, each
a "Borrower", collectively, the "Borrowers") the banks and other financial
institutions parties thereto (the "Lenders"), and ING (U.S.) CAPITAL LLC, as
administrative agent (the "Administrative Agent") and arranger for the Lenders.
RECITALS
The Borrowers have requested that the Administrative Agent and
the Lenders agree to amend and override certain provisions of the Credit
Agreement as set forth in this Override Agreement. The Administrative Agent and
the Lenders parties hereto are willing to agree to such amendments and
overrides, but only on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers, the Administrative Agent and the Lenders hereby
agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Overriding Provisions. The override provisions of this
Section 2 shall remain effective for the period (the "Override Period") from the
Override Agreement Effective Date (as defined below) to but not including
October 31, 2000 (the "Override Termination Date"). From and after the Override
Termination Date, the override provisions of this Section 2 shall automatically
terminate and the terms of the Existing Credit Agreement shall control;
provided, however, that during the Override Period, the following provisions
shall control, notwithstanding any provision to the contrary contained in the
Existing Credit Agreement:
(a) The first paragraph of the Recitals to the Existing Credit
Agreement is hereby amended by deleting the number "$35,000,000" from subclause
(b) thereof, and by substituting the number "$37,000,000" in lieu thereof; and
(b) Schedule 1.1 to the Existing Credit Agreement is hereby amended by
deleting such Schedule in its entirety and substituting in lieu thereof a new
Schedule 1.1 attached to this Overriding Agreement.
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3. Condition Precedent. This Override Agreement shall become effective
on the date (the "Override Agreement Effective Date") on which the
following conditions precedent shall have been satisfied:
3.1 Delivered Documents. The Administrative Agent shall have received
the following documents, each of which shall be satisfactory to the
Administrative Agent in form and substance:
(a) this Override Agreement, executed and delivered by duly
authorized officers of the Borrowers and acknowledged by each of the
Guarantors;
(b) a Note Endorsement in respect of each Lender, executed and
delivered by duly authorized officers of the Borrowers; and
(c) the Administrative Agent shall have received any other
documents relating hereto that shall be reasonably requested by the
Administrative Agent.
3.2 No Default. On the Override Agreement Effective Date, (i) the
Borrower shall be in compliance with all the terms and provisions set forth
in the Loan Documents on its part to be observed or performed, (ii) the
representations and warranties made and restated by the Borrower pursuant
to Section 4 of this Override Agreement shall be true and complete on and
as of such date with the same force and effect as if made on and as of such
date, and (iii) no Default or Event of Default shall have occurred and be
continuing on such date.
4. Representations and Warranties. To induce the Administrative Agent
and the Lenders to enter into this Override Agreement, the Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to the amendments and overrides provided for herein, the
representations and warranties contained in the Credit Agreement, as updated by
the schedules attached hereto, and the other Loan Documents will be true and
correct in all material respects as if made on and as of the date hereof and
that no Default or Event of Default will have occurred and be continuing.
5. Completion of the TruckersB2B.com Initial Public Offering. If the
initial public offering (the "IPO") of TruckersB2B.com is completed prior to the
Override Termination Date, the Borrowers hereby agree to repay, on the date of
completion of the IPO, the principal amount of any Revolving Credit Loans in
excess of $35,000,000.
6. Limited Effect. Except as expressly amended or modified to hereby,
the Credit Agreement, the Notes and the other Loan Documents shall remain in
full force and effect in accordance with their respective terms, without any
amendment, waiver or modification of any provision thereof.
7. Counterparts. This Override Agreement may be executed by one or more
of the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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8. Expenses. The Borrowers agree to pay and reimburse the
Administrative Agent for all of the reasonable and documented out-of-pocket
costs and expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Override Agreement, including,
without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft,
counsel to the Administrative Agent.
9. Applicable Law. This Override Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of New York.
[SIGNATURE PAGES FOLLOW]
79
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Override
Agreement to be duly executed and delivered as of the day and year first above
written.
CELADON GROUP, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
ING (U.S.) CAPITAL LLC,
as Administrative Agent and as a
Lender
By: /s/ William B. Redmond
--------------------------------
Name: William B. Redmond
Title: Vice President
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<PAGE>
The undersigned Lenders hereby
consent and agree to the
foregoing Override Agreement:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Kevin Hipskind
--------------------------------
Name: Kevin Hipskind
Title: Vice President
NATIONAL BANK OF CANADA,
as a Lender
By: /s/ James J. Fricke
--------------------------------
Name: James J. Fricke
Title: Vice President
UNION PLANTERS BANK, N.A.,
as a Lender
By: /s/ David W. O'Neal
--------------------------------
Name: David W. O'Neal
Title: Vice President
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Candelario Martinez
--------------------------------
Name: Candelario Martinez
Title: Vice President
FIFTH THIRD BANK, INDIANA,
as a Lender
By: /s/ Thomas C. Witt
--------------------------------
Name: Thomas C. Witt
Title: Vice President
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<PAGE>
The undersigned guarantors hereby consent and agree to the foregoing
Override Agreement:
CELADON TRUCKING SERVICES OF
INDIANA, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CELADON TRANSPORTATION, LLP
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CHEETAH BROKERAGE CO.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CHEETAH TRANSPORTATION CO.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
INTERNATIONAL FREIGHT HOLDING CORP.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
JML FREIGHT FORWARDING, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
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<PAGE>
RIL GROUP, LTD.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
RIL INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
WELLINGMUFT HOLDING CO.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CELADON LOGISTICS, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
RANDY EXPRESS, LTD.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
RIL ACQUISITION CORP.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
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<PAGE>
CELADON JACKY MAEDER CO.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
ZIPP EXPRESS, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
CELADON E-COMMERCE, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
TRUCKERSB2B.COM, INC.
By: /s/ Michael Dunlap
--------------------------------
Name: Michael Dunlap
Title: Vice President
84
<PAGE>
SCHEDULE 1.1
LENDERS, COMMITMENTS AND APPLICABLE LENDING OFFICES
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Lender and Lending Offices Term Loan Revolving Credit
Commitment Commitment
--------------------------------------------------------------------------------
<S> <C> <C>
ING (U.S.) CAPITAL LLC $4,606,770.83 $7,639,509.00
Applicable Lending Offices:
Base Rate Loans and Eurodollar
Loans:
55 East 52nd Street
New York, New York 10055
Attention: Lisa H. Cummings
Telephone: 212-409-1676
Facsimile: 212-486-6341
--------------------------------------------------------------------------------
KEY BANK NATIONAL ASSOCIATION $9,666,666.67 $10,571,428.50
Applicable Lending Offices:
Base Rate Loans and Eurodollar
Loans:
10 West Market Street
Suite 900
Indianapolis, Indiana 46204
Attention: Kim Parks
Telephone: 317-464-8086
Facsimile: 317-464-8277
--------------------------------------------------------------------------------
NATIONAL BANK OF CANADA $4,531,250.00 $5,781,250.00
Applicable Lending Offices:
Base Rate and Loans and Eurodollar
Loans
312 Walnut Street, Suite 1900
Cincinnati, OH 45202
Attention: Lori Hart
Telephone: 513-621-1942
Facsimile: 513-621-0276
--------------------------------------------------------------------------------
UNION PLANTERS BANK, N.A. $4,531,250.00 $5,781,250.00
Applicable Lending Offices:
Base Rate and Loans and Eurodollar
Loans:
One Indiana Square, Suite 227
Indianapolis, IN 46204
Attention: Vicki Payne
Telephone: 317-221-6077
Facsimile: 317-221-6120
--------------------------------------------------------------------------------
</TABLE>
85
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Lender and Lending Offices Term Loan Revolving Credit
Commitment Commitment
--------------------------------------------------------------------------------
<S> <C> <C>
THE NORTHERN TRUST COMPANY $3,398,437.50 $4,335,937.50
Applicable Lending Offices:
Base Rate Loans and Eurodollar
Loans:
50 South LaSalle Street
Chicago, IL 60675
Attention: Brent Wilk
Telephone: 312-557-1725
Facsimile: 312-630-1566
--------------------------------------------------------------------------------
FIFTH THIRD BANK, INDIANA
Applicable Lending Offices: $2,265,625.00 $2,890,625.00
Base Rate Loans and Eurodollar
Loans:
251 N. Illinois Street, Suite 1000
Indianapolis, IN 46204
Attention: Jennifer Matthews
Telephone: 317-383-2304
Facsimile: 317-383-2427
--------------------------------------------------------------------------------
TOTAL: $29,000,000.00 $37,000,000.00
================ ================
--------------------------------------------------------------------------------
</TABLE>
86
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $7,226,562.50
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of ING (U.S.) CAPITAL LLC (the "Lender"), is hereby
amended as follows:
1. The amount "$7,226,562.50" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$7,639,509.00" in lieu thereof.
2. The phrase "SEVEN MILLION TWO HUNDRED TWENTY SIX THOUSAND FIVE HUNDRED
SIXTY TWO AND 50/100 DOLLARS ($7,226,562.50)" in the first paragraph of the Note
is hereby deleted and replaced with "SEVEN MILLION SIX HUNDRED THIRTY NINE
THOUSAND FIVE HUNDRED NINE AND 00/100 DOLLARS ($7,596,355.50)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
87
<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
ING (U.S.) CAPITAL LLC
By: /s/William B. Redmond
Name: William B. Redmond
Title: Vice President
88
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $10,000,000.00
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of KEYBANK NATIONAL ASSOCIATION (the "Lender"), is hereby
amended as follows:
1. The amount "$10,000,000.00" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$10,571,428.50" in lieu thereof.
2. The phrase "TEN MILLION DOLLARS ($10,000,000.00)" in the first paragraph
of the Note is hereby deleted and replaced with "TEN MILLION FIVE HUNDRED
SEVENTY ONE THOUSAND FOUR HUNDRED TWENTY EIGHT AND 50/100 DOLLARS
($10,571,428.50)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
89
<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
KEYBANK NATIONAL ASSOCIATION
By: /s/Kevin Hipskind
-----------------
Name: Kevin Hipskind
Title: Vice President
90
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $5,468,750.00
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of NATIONAL BANK OF CANADA (the "Lender"), is hereby
amended as follows:
1. The amount "$5,468,750.00" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$5,781,250.00" in lieu thereof.
2. The phrase "FIVE MILLION FOUR HUNDRED SIXTY EIGHT THOUSAND SEVEN HUNDRED
FIFTY DOLLARS ($5,468,750.00)" in the first paragraph of the Note is hereby
deleted and replaced with "FIVE MILLION SEVEN HUNDRED EIGHTY ONE THOUSAND TWO
HUNDRED FIFTY DOLLARS ($5,781,250.00)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
91
<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
NATIONAL BANK OF CANADA
By: /s/James J. Fricke
------------------
Name: James J. Fricke
Title: Vice President
92
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $5,468,750.00
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of UNION PLANTERS BANK, N.A. (the "Lender"), is hereby
amended as follows:
1. The amount "$5,468,750.00" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$5,781,250.00" in lieu thereof.
2. The phrase "FIVE MILLION FOUR HUNDRED SIXTY EIGHT THOUSAND SEVEN HUNDRED
FIFTY DOLLARS ($5,468,750.00)" in the first paragraph of the Note is hereby
deleted and replaced with "FIVE MILLION SEVEN HUNDRED EIGHTY ONE THOUSAND TWO
HUNDRED FIFTY DOLLARS ($5,781,250.00)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
93
<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
UNION PLANTERS BANK, N.A.
By: /s/David W. O'Neal
------------------
Name: David W. O'Neal
Title: Vice President
94
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $4,101,562.50
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of THE NORTHERN TRUST COMPANY (the "Lender"), is hereby
amended as follows:
1. The amount "$4,101,562.50" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$4,335,937.50" in lieu thereof.
2. The phrase "FOUR MILLION ONE HUNDRED ONE THOUSAND FIVE HUNDRED SIXTY TWO
AND 50/100 DOLLARS ($4,101,562.50)" in the first paragraph of the Note is hereby
deleted and replaced with "FOUR MILLION THREE HUNDRED THIRTY FIVE THOUSAND NINE
HUNDRED THIRTY SEVEN AND 50/100 DOLLARS ($4,335,937.50)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
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<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
THE NORTHERN TRUST COMPANY
By: /s/Candelario Martinez
----------------------
Name: Candelario Martinez
Title: Vice President
96
<PAGE>
NOTE ENDORSEMENT
New York, New York
September 6, 2000
The Revolving Credit Note dated August 11, 1999, to which this Note
Endorsement is attached (the "Note"), in the principal amount of $2,734,375.00
payable by CELADON GROUP, INC., a Delaware corporation, and CELADON TRUCKING
SERVICES, INC., a New Jersey corporation (each a "Borrower," collectively the
"Borrowers"), in favor of FIFTH THIRD BANK, INDIANA (the "Lender"), is hereby
amended as follows:
1. The amount "$2,734,375.00" in the upper left corner of the Note is
hereby deleted and replaced with the amount "$2,890,625.00" in lieu thereof.
2. The phrase "TWO MILLION SEVEN HUNDRED THIRTY FOUR THOUSAND THREE HUNDRED
SEVENTY FIVE DOLLARS ($2,734,375.00)" in the first paragraph of the Note is
hereby deleted and replaced with "TWO MILLION EIGHT HUNDRED NINETY THOUSAND SIX
HUNDRED TWENTY FIVE DOLLARS ($2,890,625.00)" in lieu thereof.
3. Effective on the Override Termination Date, as defined in Section 2 of
the Fourth Amendment and Override Agreement, dated as of September 6, 2000, the
amendments described in Sections 1 and 2 hereof shall automatically be
terminated and the Note shall automatically be amended back to the terms
applicable thereto immediately prior to giving effect to this Note Endorsement.
Except as expressly amended hereby, the Note remains in full force and
effect, and nothing in this Endorsement shall be deemed to relieve the Borrowers
from liability under the Note. The Borrowers authorize the Lender to insert the
following legend on the face of the Note: "This Note has been amended pursuant
to the Note Endorsement hereto dated September 6, 2000." The Lender agrees to
attach this Note Endorsement to the Note.
[SIGNATURES FOLLOW]
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<PAGE>
CELADON GROUP, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
CELADON TRUCKING SERVICES, INC.
By: /s/Michael Dunlap
-----------------
Name: Michael Dunlap
Title: Vice President
Acknowledged and Accepted:
FIFTH THIRD BANK, INDIANA
By: /s/Thomas C. Witt
-----------------
Name: Thomas C. Witt
Title: Vice President
98
