Item 1.01 Entry into a Material Definitive Agreement.

On Tuesday, August 11, 2009, Celadon Group, Inc., a Delaware corporation (the "Company"), entered into an amendment and restatement (the "Restatement") with Bank of America, N.A., Fifth Third Bank (Central Indiana), and JPMorgan Chase Bank, N.A., of that certain Credit Agreement dated September 26, 2005, by and among the Company, Celadon Trucking Services, Inc., TruckersB2B, Inc., Celadon Logistics Services, Inc., LaSalle Bank National Association, as administrative agent, and LaSalle Bank National Association, Fifth Third Bank (Central Indiana), and JPMorgan Chase Bank, N.A., as lenders, as amended and restated (the "Credit Agreement").

The Restatement, among other things, reduced the maximum available borrowing limit under the Credit Agreement from a $70 million unsecured line to a $40 million secured line and adjusted financial covenants as follows: Minimum Fixed Charge ratio to a minimum of .90, Maximum Lease-Adjusted Total Debt to EBITDAR ratio up to 3.25 to 1, Minimum Tangible Net Worth to $100 million, and the Minimum Asset Coverage ratio was eliminated.

The amendments to the financial covenants covered the period ended June 30, 2009. The Company was in compliance with these financial covenants at such date.

The obligations of the borrowers under the Credit Agreement continue to be guaranteed by Celadon E-Commerce, Inc., Celadon Canada, Inc., and Servicio de Transportation Jaguar, S.A. de C.V., each of which is a subsidiary of the Company.

The foregoing summary of the terms and conditions of the Restatement does not purport to be complete and is qualified in its entirety by reference to the full text of the Restatement, which will be filed with the Company's Form 10-Q for the quarter ending September 30, 2009.

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