WAIVER AND SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Waiver
and Amendment"), dated as of April 24, 2003, 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 facts:
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 (collectively, the
"Loan Agreement"), pursuant to which the Lenders have provided the Borrowers with certain credit facilities.
B. The Borrowers currently are in default under Section 10.1.3 of the Loan Agreement given the Borrowers'
breach of each of the following provisions of the Loan Agreement:
(i) Section 5.2.2 of the Loan Agreement, due to the Borrowers' failure to notify the Administrative Agent of their
establishment of the following two new deposit accounts with Key Bank, National Association:
account no. 19-099-3-50202-9, as to which CTSI is the account party; and account no. 19-099-3-50201-1, as
to which TB2B is the account party; and
(ii) Section 8.2.8 of the Loan Agreement, due to the failure of the Borrowers to comply with the maximum
unfinanced Capital Expenditures limit of $1,000,000 as of March 31, 2003 during the fiscal year of CGI ending
June 30, 2003.