Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2019, Celadon Group, Inc., a Delaware corporation (the
"Company"), entered into a Third Amendment to Second Amended and Restated Credit
Agreement (the "Term Loan Amendment") among the Company, certain of its
subsidiaries, Blue Torch Finance, LLC, as administrative agent (the "Term Loan
Agent"), and BTC Holdings Fund I, LLC, BTC Holdings Fund I-B, LLC, BTC Holdings
SC Fund LLC, and Luminus Energy Partners Master Fund, Ltd., each as lenders (the
"Term Loan Lenders"), which amends that certain Second Amended and Restated
Credit Agreement dated July 31, 2019 (as amended, the "Term Loan Agreement"),
among the Company, certain of its subsidiaries, the Term Loan Agent, and the
Term Loan Lenders. In addition, on November 15, 2019, the Company entered into
a Waiver and Amendment No. 3 to Credit and Security Agreement (the "Revolving
Loan Amendment" and, together with the Term Loan Amendment, the "Amendments")
among the Company, certain of its subsidiaries, MidCap Funding IV Trust, as
agent (the "Revolving Agent"), and MidCap Financial Trust, as lender (the
"Revolving Lender"), which amends that certain Credit and Security Agreement
dated July 31, 2019 (as amended, the "Revolving Credit Agreement"), among the
Company, certain of its subsidiaries, the Revolving Agent, and the Revolving
Lender.
The Term Loan Amendment (i) increases the interest rate under the Term Loan
Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Leverage
Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods
prior to February 29, 2020, at which point such financial covenants will be
tested for the preceding five months; (iii) decreases the minimum liquidity
requirement to $5 million for the period of November 15, 2019 through and
including February 29, 2020 and provides that an amount of revolving loan
availability, starting at $150,000 on January 1, 2020 and increasing by $150,000
a week to a maximum of $1,500,000, will be excluded from liquidity for purposes
of the minimum liquidity covenant; (iv) permits a specified trailer sale and
leaseback transaction and provides that proceeds of such transaction exceeding
$10 million need not be used to repay indebtedness under the Term Loan
Agreement; (v) waives defaults relating to the Company's failure to comply with
the Lease Adjusted Leverage Ratio required for the period ended September 30,
2019, the Company's failure to timely deliver certain deposit account control
agreements, and cross-defaults arising from defaults under the Revolving Credit
Agreement; and (vi) requires the company to prepare and deliver certain budgets,
projections, and cash flow reporting materials, including a plan to obtain
additional capital prior to February 29, 2020.
The Revolving Loan Amendment (i) increases the interest rate under the Revolving
Credit Agreement by two percent per annum; (ii) eliminates the Lease Adjusted
Net Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for
all periods prior to February 29, 2020, at which point such financial covenants
will be tested for the preceding five months; (iii) decreases the minimum
liquidity requirement to $5 million for the period of November 15, 2019 through
and including February 29, 2020 and provides that an amount of revolving loan
availability, starting at $150,000 on January 1, 2020 and increasing by $150,000
a week to a maximum of $1,500,000, will be excluded from liquidity for purposes
of the minimum liquidity covenant; (iv) waives defaults relating to the
Company's failure to comply with the Lease Adjusted Net Leverage Ratio required
for the period ended September 30, 2019, the Company's failure to timely deliver
financial statements and related items, and cross-defaults arising from defaults
under the Term Loan Agreement; and (v) requires the company to prepare and
deliver certain budgets, projections, and cash flow reporting materials,
including a plan to obtain additional capital prior to February 29, 2020.
--------------------------------------------------------------------------------
The description of the Amendments set forth above does not purport to be
complete and is qualified in its entirety by the full text of the Term Loan
Amendment and the Revolving Loan Amendment, which are filed herewith as Exhibits
10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
10.1 Third Amendment to Second Amended and Restated Credit
Agreement dated November 15, 2019.
10.2 Waiver and Amendment No. 3 to Credit and Security Agreement
dated November 15, 2019.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
CELADON GROUP, INC. 
