THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 13, 1996 (this
"Amendment") by and among CELADON GROUP, INC., a Delaware corporation
("CG"), CELADON TRUCKING SERVICES, INC., a New Jersey corporation ("Trucking")
(collectively with CG, referred to as the "Companies" and individually, each a "Company"), the Banks set forth on
the signature pages of the Credit Agreement referred to below (collectively, the "Banks" and individually, each a
"Bank"), NBD BANK, a Michigan banking corporation, formerly known as NBD Bank, N.A., as co-agent for
the Banks ("Co-Agent A") and THE FIRST NATIONAL BANK OF BOSTON, a national banking
association, as co-agent for the Banks ("Co-Agent B" and together with Co-Agent A, referred to as the "Co-
A. CG, Trucking, the Banks and the Co-Agents are parties to a Credit Agreement dated as of June 1, 1994, as
amended by a First Amendment to Credit Agreement dated as of October 31, 1994, a Second Amendment to
Credit Agreement dated as of October 31, 1995 and letter agreements dated January 31, 1996, February 15,
1996 and June 29, 1996 (as amended, the "Credit Agreement").
B. The Companies have defaulted under the Credit Agreement.
C. The Companies have requested that the Co-Agents and the Banks waive such defaults, and the Co-Agents
and the Banks are willing to do so strictly in accordance with the terms hereof, and provided the Credit
Agreement is amended as set forth herein, and the Companies have agreed to such amendments.
Based upon these recitals, the parties agree as follows:
1. Upon satisfaction of the conditions set forth in paragraph 4 hereof, the Credit Agreement shall hereby be
amended as of the effective date hereof as follows:
(a) The definition of "Applicable Margin" shall be amended as follows:
(i) Line 4 in the table shall be deleted and line 4 below shall be substituted in place thereof and new lines 5 and 6
shall be added to the table to read as follows: