FIFTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of
May 20, 2004, is entered into by and among Fleet Capital Corporation, as Administrative Agent (the
"Administrative Agent"), Fleet Capital Canada Corporation, as Canadian Agent (the "Canadian Agent"), the
Lenders and Canadian Participating Lenders party to the Loan Agreement (as defined below), Celadon Group,
Inc., a Delaware corporation ("CGI"), Celadon Trucking Services, Inc., a New Jersey corporation ("CTSI"),
TruckersB2B, Inc., a Delaware corporation ("TB2B"), and Celadon Canada, Inc., an Ontario corporation
("CCI" and together with CGI, CTSI and TB2B, collectively, the "Borrowers"), with reference to the following
A. The Administrative Agent, the Canadian Agent, the Lenders, the Canadian Participating Lenders and the
Borrowers are parties to the Loan and Security Agreement, dated as of September 26, 2002, as amended by the
Waiver and First Amendment to Loan and Security Agreement, dated as of January 31, 2003, the Waiver and
Second Amendment to Loan and Security Agreement, dated as of April 24, 2003, the Third Amendment to
Loan and Security Agreement, dated as of August 21, 2003, and the Fourth Amendment to Loan and Security
Agreement, dated as of January 16, 2004 (collectively, the "Loan Agreement"), pursuant to which the Lenders
have provided the Borrowers with certain credit facilities.
B. CGI proposes to issue additional shares of its common stock (the "Equity Offering") and requests the Lenders'
consent to CGI's use of the net proceeds of the Equity Offering for purposes other than those required by the
C. The Lenders are willing to issue such consent and to make certain other modifications to the Loan Agreement,
all on the terms and conditions set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms. Any and all initially capitalized terms used in this Amendment without definition s