Amendment and Restatement Contract Clauses (147)

Amendment and Restatement. This Note amends and restates, and is in substitution for, that certain Amended and Restated Committed Line of Credit Note in the original principal amount of $40,000,000.00 payable to the order of the Bank and dated September 26, 2017 (the "Existing Note"). However, without duplication, this Note shall in no way extinguish, cancel or satisfy Borrower's unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein ...is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage with respect to any Obligor's obligations hereunder and under any other document relating hereto. View More

Amendment and Restatement. The Company and the Lender agree that: (a) the Obligations represent, among other things, the restatement, renewal, amendment and modification of the "Obligations" (as defined in the Existing Note); (b) this Note is intended to, and does hereby, restate, renew, amend, modify, supersede and replace the Existing Note in its entirety; and (c) the entering into and performance by the Company and the Lender of their respective obligations under the Transaction Documents and the transactions evidenced... hereby and thereby do not constitute a novation nor shall they be deemed to have terminated, extinguished or discharged the indebtedness under the Existing Note, all of which indebtedness shall continue under and be governed by this Note. All references in the other Transaction Documents to the Existing Note shall henceforth include references to this Note, as may, from time to time, be further amended, modified, extended, and/or renewed. To the extent permitted by applicable Law, any and all of the terms and provisions of the other Transaction Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein. View More

Amendment and Restatement. This Note is an amendment and restatement of the 12% Senior Unsecured Promissory Note of the Company in favor of the Holder dated April 10, 2017 in the Principal Amount of $4,000,000 (the "Existing Note"). The terms and provisions of the Existing Note are hereby amended, superseded and restated in their entirety by the terms and provisions of this Note. This Note is not intended to and shall not constitute a novation, payment and reborrowing or termination of the obligations under the Existing N...ote. [Remainder of page intentionally left blank. Signature page follows.] View More

Amendment and Restatement. CSFB and the Guarantor entered into the Original Guaranty. CSFB, the Buyers and the Guarantor desire to enter into this Guaranty in order to amend and restate the Original Guaranty in its entirety. The amendment and restatement of the Original Guaranty shall become effective on the date hereof, and each of CSFB, the Buyers and the Guarantor shall hereafter be bound by the terms and conditions of this Guaranty and the other Program Agreements. All references to the Original Guaranty in any Progra...m Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to this Guaranty and the provisions hereof. View More

Amendment and Restatement. This Award Notice amends and restates that certain award notice dated July 24, 2017, between you and the Company regarding the performance-vested restricted shares covered hereby, and shall supersede such previous award notice in all respects. * * * * * * * * * * 3 ACKNOWLEDGEMENT The undersigned acknowledges receipt of, and understands and agrees to be bound by, this Award Notice. The undersigned further acknowledges that this Award Notice sets forth the entire understanding between him or her ...and the Company regarding the Restricted Shares granted by this Award Notice and that this Award Notice supersedes all prior oral and written agreements on that subject. Dated: December 5, 2018 Grantee: /s/ Paul Svindland Paul Svindland Celadon Group, Inc. By: /s/ Chase Welsh Name: Chase Welsh Title: General Counsel and Secretary Schedule A The Restricted Shares will vest as of the date any Performance Goal (as defined below) was first attained during the Performance Period (as defined below), if (and only if) you are continuously employed by or in the service of the Company or a Subsidiary from the Date of Grant through such date. This Award will terminate at the end of the Performance Period unless the Restricted Shares have vested prior to the end of the Performance Period. Performance Goals: (a) a Change in Control (as defined in the Employment Agreement) at a price per share in excess of the closing price per share of Common Stock on the date hereof ($4.00); (b) an Operating Ratio (as defined in the Employment Agreement) for any fiscal year, commencing with fiscal year 2018, equal to or lower than 95%; and (c) the closing price per share of the Common Stock is $8.00 or greater for twenty consecutive trading days. Performance Period: Beginning on the date hereof and continuing until the earlier to occur of (a) termination of your employment with the Company, howsoever occurring, and (b) five years from the date hereof. The foregoing is subject to the terms of the Award Notice including, without limitation, the provisions of Section 3 pertaining to immediate vesting upon your death or termination of your employment as a result of your Disability. Back to Form 8-K 6 EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (AMENDED AND RESTATED AWARD NOTICE (PERFORMANCE-VESTING RESTRICTED STOCK) BETWEEN THE COMPANY AND PAUL SVINDLAND DATED DECEMBER 5, 2018) Exhibit 10.2 CELADON GROUP, INC. AMENDED AND RESTATED AWARD NOTICE GRANTEE: Paul Svindland TYPE OF AWARD: Restricted Shares NUMBER OF RESTRICTED SHARES ("RESTRICTED SHARES"): 100,000 DATE OF GRANT: July 24, 2017 1. Grant of Restricted Stock. This Amended and Restated Award Notice (this "Award Notice") serves to notify you that Celadon Group, Inc., a Delaware corporation (the "Company"), hereby grants to you a Restricted Stock Award (the "Award"), on the terms and conditions set forth in this Award Notice, of the number of Restricted Shares set forth above of the Company's common stock, par value $0.033 per share (the "Common Stock"). The Restricted Shares are intended to qualify as an "employment inducement award" within the meaning of Rule 303A.08 of the New York Stock Exchange Listed Company Manual. You should review the terms of this Award Notice carefully. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in that certain Employment Agreement between you and the Company, dated July 13, 2017 (the "Employment Agreement"). View More