FIRST AMENDMENT TO
This First Amendment to Credit Agreement ("First Amendment") is made as of the 23rd day of
December, 2005, among Celadon Group, Inc., Celadon Trucking Services, Inc., Truckersb2b, Inc., Celadon
Logistics Services, Inc. ("Celadon Logistics"), the financial institutions that are or may from time to time
become parties hereto (together with their respective successors and assigns, the "Lenders") and Lasalle Bank
National Association (in its individual capacity, "LaSalle"), as Administrative Agent for the Lenders, and as
Swing Line Lender and Issuing Lender.
Whereas , as of September 26, 2005, the parties hereto (other than Celadon Logistics) entered into a
certain Credit Agreement (the "Agreement");
Whereas , Celadon Logistics has recently been formed as a Wholly-Owned Subsidiary of Celadon
Trucking Services, Inc.;
Whereas , the parties hereto desire that Celadon Logistics become a borrower under the Commitment
established under and pursuant to the Agreement; and
Whereas , the parties desire to amend the Agreement as herein provided;
Now, Therefore , in consideration of the premises, and the mutual promises herein contained, the parties
agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agrees as
PART I . AMENDATORY PROVISIONS
Section 1.1. Definitions.
Section 1.1 of the Agreement is hereby amended by substituting the following new definitions in
lieu of the existing like definitions:
Borrower means any and each of the Company, Celadon Trucking Services, Inc., TruckersB2B,
Inc. and Celadon Logistics Services, Inc.
Borrowers means, jointly and severally, the Company, Celadon Trucking Services, Inc.,
TruckersB2B, Inc. and Celadon Logistics Services, Inc.
FIRST AMENDMENT TO CREDIT