Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 1 of 37 Fill in this information to identify the case: United States Bankruptcy Court for the: ____________________ District of Delaware _________________ (State)  Check if this is an Case number (If known): _________________________ Chapter 11 _____ amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/19 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor’s name 2. All other names debtor used in the last 8 years Include any assumed names, trade names, and doing business as names Celadon Group, Inc. ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ 3. Debtor’s federal Employer Identification Number (EIN) ___ 1 ___ 3 – ___ 3 ___ 3 ___ 6 ___ 1 ___ 0 ___ 5 ___ 0 4. Debtor’s address Principal place of business Mailing address, if different from principal place of business 9503 East 33rd Street ______________________________________________ Number Street _______________________________________________ Number Street One Celadon Drive ______________________________________________ _______________________________________________ P.O. Box Indianapolis IN 46235 ______________________________________________ City State ZIP Code _______________________________________________ City State ZIP Code Location of principal assets, if different from principal place of business Marion ______________________________________________ County _______________________________________________ Number Street _______________________________________________ _______________________________________________ City State ZIP Code 5. Debtor’s website (URL) 6. Type of debtor Official Form 201 https://celadontrucking.com ____________________________________________________________________________________________________ X Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))   Partnership (excluding LLP)  Other. Specify: __________________________________________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 19-12606-KBO Debtor Doc 1 Celadon Group, Inc. _______________________________________________________ Filed 12/08/19 Page 2 of 37 Case number (if known)_____________________________________ Name Describe debtor’s business 7. A. Check one:  Health Care Business (as defined in 11 U.S.C. § 101(27A))  Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))  Railroad (as defined in 11 U.S.C. § 101(44))  Stockbroker (as defined in 11 U.S.C. § 101(53A))  Commodity Broker (as defined in 11 U.S.C. § 101(6))  Clearing Bank (as defined in 11 U.S.C. § 781(3)) x None of the above  B. Check all that apply:  Tax-exempt entity (as described in 26 U.S.C. § 501)  Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. § 80a-3)  Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes . 4 ___ 8 ___ 4 ___ 1 ___ Under which chapter of the Bankruptcy Code is the debtor filing? 8. Check one:  Chapter 7  Chapter 9 x Chapter 11. Check all that apply:   Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,725,625 (amount subject to adjustment on 4/01/22 and every 3 years after that).  The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).   x   A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form. The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.  Chapter 12 Were prior bankruptcy cases filed by or against the debtor within the last 8 years? 9. x No   Yes. If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. Official Form 201 District _______________________ When _______________ Case number _________________________ MM / DD / YYYY District _______________________ When _______________ Case number _________________________ MM / DD / YYYY  No x Yes.  See Rider 1 Affiliate Debtor _____________________________________________ Relationship _________________________ Delaware District _____________________________________________ When 12/8/2019 __________________ MM / DD / YYYY Case number, if known ________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2 Case 19-12606-KBO Debtor Doc 1 Filed 12/08/19 _______________________________________________________ Celadon Group, Inc. Page 3 of 37 Case number (if known)_____________________________________ Name 11. Why is the case filed in this district? Check all that apply: x Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days  immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. x A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.  12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? x No   Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.)  It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? _____________________________________________________________________    It needs to be physically secured or protected from the weather. It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options). Other _______________________________________________________________________________ Where is the property?_____________________________________________________________________ Number Street ____________________________________________________________________ _______________________________________ City _______ State ________________ ZIP Code Is the property insured?   No Yes. Insurance agency ____________________________________________________________________ Contact name ____________________________________________________________________ Phone ________________________________ Statistical and administrative information 13. Debtor’s estimation of available funds 14. Estimated number of creditors 15. Estimated assets Official Form 201 Check one: x Funds will be available for distribution to unsecured creditors.   After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.  1-49  50-99  100-199  200-999  1,000-5,000 x 5,001-10,000   10,001-25,000  25,001-50,000  50,001-100,000  More than 100,000  $0-$50,000  $50,001-$100,000  $100,001-$500,000  $500,001-$1 million  $1,000,001-$10 million  $10,000,001-$50 million  $50,000,001-$100 million x $100,000,001-$500 million   $500,000,001-$1 billion  $1,000,000,001-$10 billion  $10,000,000,001-$50 billion  More than $50 billion Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3 Case 19-12606-KBO Celadon Group. Inc. Name Debtor Cl El El El million 16. Estimated liabilities Doc 1 Filed 12/08/19 Case number (if known) El million CI million CI million million Page 4 of 37 El billion El billion El billion El More than $50 billion - Request for Relief, Declaration, and Signatures WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152. 1341. 1519. and 3571. 17. Declaration and signature of authorized representative of debtor a The debtor requests relief in accordance with the chapter of title 11, United States Code. specified in this petition. t3 have been authorized to file this petition on behalf of the debtor. r} I have examined the information in this petition and have a reasonable belief that the information is true and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on MM DD I Signature of authorized representative of debtor Paul Svindland Printed name T. Chief Executive Officer itle 18. Signature of attorney 12/8/2019 I DD . Date Signature of attorney for debtor MM Stuart M. Brown Printed name DLA Piper LLP (US) Firm name 1201 N. Market Street, Suite 2100 Number Street Wilmington DE City State 19801 ZIP Code Email address (302) 468?5700 Contact phone Delaware State 4050 Bar number Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy - page 4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 5 of 37 Official Form 201A (12/15) [If debtor is required to file periodic reports (e.g. forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11 of the Bankruptcy Code, this Exhibit “A” shall be completed and attached to the petition.] United States Bankruptcy Court District of Delaware In re Celadon Group, Inc. Case No. Chapter Debtor(s) 1911 Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 If any of the debtor’s securities are registered under Section 12 of the Securities Exchange Act of 1934, the SEC file number is 0000865941. The following financial data is the latest available information and refers to the debtor’s condition as of December 2, 2019 a. Total assets $ 427 million, approximately b. Total debts (including debts listed in 2.c., below) $ 391 million, approximately c. Debt securities held by more than 500 holders: Approximate number of holders: secured ☐ unsecured ☒ subordinated ☐ secured secured secured secured ☐ ☐ ☐ ☐ unsecured unsecured unsecured unsecured ☐ ☐ ☐ ☐ subordinated subordinated subordinated subordinated ☐ ☐ ☐ ☐ d. Number of shares of preferred stock e. Number of shares common stock . $ $ $ $ $ 0.7 million of revenue equipment installment notes (per 2016 10-K) 29,092,653.000 171 Comments, if any: Brief description of Debtor’s business: Celadon is one of North America's largest truckload freight transportation providers, primarily providing point-to-point shipping for major customers within the United States, between the United States and Mexico, and between the United States and Canada. Celadon complements these services with a variety of warehousing, supply chain logistics, tractor leasing, and other services to add value to our customers and professional truck drivers. List the name of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more of the voting securities of debtor:     Luminus Management LLC, Luminus Energy Partners Master Fund Ltd. and Jonathan Barrett Towle & Co. Royce & Associates Inc. Alexander Mitchell, Scopus Capital Inc. and Scopus Asset Management LP EAST\168043130.4 Case 19-12606-KBO   Doc 1 Filed 12/08/19 Page 6 of 37 Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio Wellington Trust Company, NA EAST\168043130.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 7 of 37 Fill in this information to identify the case and this filing: Debtor Name Celadon Group, Inc. United States Bankruptcy Court for the: District of Delaware (State) Case number (If known): RIDER 1 Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware for relief under chapter 11 of title 11 of the United States Code. The Debtors have moved for joint administration of their cases, with the lead case number assigned to the chapter 11 case of the above-captioned Debtor, Celadon Group, Inc.               Celadon Group, Inc. A R Management Services, Inc. Bee Line, Inc. Celadon Canadian Holdings, Limited Celadon E-Commerce, Inc. Celadon International Corporation Celadon Logistics Services, Inc. Celadon Mexicana, S.A. de C.V. Celadon Realty, LLC Celadon Trucking Services, Inc. Distribution, Inc. Eagle Logistics Services Inc. Hyndman Transport Limited Jaguar Logistics, S.A. de C.V. EAST\168043130.4             Leasing Servicios, S.A. de C.V. Osborn Transportation, Inc. Quality Companies LLC Quality Equipment Leasing, LLC Quality Insurance LLC Servicios Corporativos Jaguar, S.C. Servicios de Transportación Jaguar, S.A. de C.V. Stinger Logistics, Inc. Strategic Leasing, Inc. Taylor Express, Inc. Transportation Insurance Services Risk Retention Group, Inc. Vorbas, LLC Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 8 of 37 SECRETARY’S CERTIFICATE OF RESOLUTIONS OF THE GOVERNING BODY OF CELADON GROUP, INC. CELADON TRUCKING SERVICES, INC. CELADON LOGISTICS SERVICES, INC. QUALITY EQUIPMENT LEASING, LLC OSBORN TRANSPORTATION, INC. CELADON REALTY, LLC DISTRIBUTION, INC. EAGLE LOGISTICS SERVICES INC. QUALITY COMPANIES LLC TAYLOR EXPRESS, INC. VORBAS, LLC QUALITY INSURANCE LLC CELADON E-COMMERCE, INC. BEE LINE, INC. CELADON INTERNATIONAL CORPORATION STINGER LOGISTICS, INC. STRATEGIC LEASING, INC. TRANSPORTATION INSURANCE SERVICES RISK RETENTION GROUP, INC. CELADON CANADIAN HOLDINGS, LIMITED JAGUAR LOGISTICS, S.A. DE C.V. HYNDMAN TRANSPORT LIMITED CELADONA MEXICANA, S.A. DE C.V. SERVICIOS DE TRANSPORTACIÓN JAGUAR, S.A. DE C.V. SERVICIOS CORPORATIVOS JAGUAR, S.C. LEASING SERVICIOS, S.A. DE C.V. A R MANAGEMENT SERVICES, INC. Dated: December 8, 2019 I, Chase Welsh, the undersigned Secretary of Celadon Group, Inc., Celadon Trucking Services, Inc., Celadon Logistics Services, Inc., Quality Equipment Leasing, LLC, Osborn Transportation, Inc., Celadon Realty, LLC, Distribution, Inc., Eagle Logistics Services Inc., Quality Companies LLC, Taylor Express, Inc., Vorbas, LLC, Quality Insurance LLC, Celadon ECommerce, Inc., Bee Line, Inc., Celadon International Corporation, Stinger Logistics, Inc., Strategic Leasing, Inc., Transportation Insurance Services Risk Retention Group, Inc., Celadon Canadian Holdings, Limited, Jaguar Logistics, S.A. de C.V., Hyndman Transport Limited, Celadona Mexicana, S.A. de C.V., Servicios de Transportación Jaguar, S.A. de C.V., Servicios Corporativos Jaguar, S.C., Leasing Servicios, S.A. de C.V., and A R Management Services, Inc. (each a “Company”) hereby certify that, on December 8, 2019, the following resolutions were duly adopted and authorized in accordance with the requirements of applicable law by (i) all of the members of the board of directors, (ii) all of the directors, (iii) the sole director, (iv) the sole manager, (v) the sole member, (vi) the sole voting member or (vi) the sole shareholder, as the case 1 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 9 of 37 may be (in each case, the “Governing Body”), of each Company at meetings of each Governing Body held on December 8, 2019, and that were recorded in the minute book of each Company, and that they have not been amended, modified or rescinded and, accordingly, are in full force and effect. A. Chapter 11 Filing WHEREAS, the Governing Body of each Company considered presentations by the management and the financial and legal advisors of such Company regarding the liabilities and liquidity situation of such Company, the strategic alternatives available to it and the effect of the foregoing on each Company’s business; WHEREAS, the Governing Body of each Company has had the opportunity to consult with the management and the financial and legal advisors of such Company and fully consider each of the strategic alternatives available to such Company, including the Chapter 11 Case and Chapter 11 Filings (both as defined below); and WHEREAS, the Governing Body of each Company has determined after consulting with its financial and legal advisors, that it is in the best interests of each Company that each Company avail itself of the protections afforded by chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), by making a voluntary petition to commence a case under the same. NOW, THEREFORE, IT IS RESOLVED, that with respect to each Company, any officer of such Company (each an “Authorized Person”), acting solely or jointly, be, and each hereby is, authorized, empowered, and directed, with full power of delegation, to negotiate, execute, deliver, file with the Bankruptcy Court, and perform, in the name and on behalf of each Company, and under its corporate seal or otherwise, all plans, petitions, schedules, statements, motions, lists, applications, pleadings, papers, affidavits, declarations, orders and other documents (collectively, the “Chapter 11 Filings”) (with such changes therein and additions thereto as any such Authorized Person may deem necessary, appropriate or advisable, the execution and delivery of any of the Chapter 11 Filings by any such Authorized Person with any changes thereto to be conclusive evidence that any such Authorized Person deemed such changes to meet such standard); and it is further RESOLVED, that with respect to each Company, each Authorized Person, in each case, acting singly or jointly, be, and each hereby is, authorized, empowered, and directed, with full power of delegation, in the name and on behalf of such Company, to take and perform any and all further acts and deeds, whether such acts and deeds be taken in the United States, Canada or Mexico, that such Authorized Person, in consultation with such Company’s legal and financial advisors, deems necessary, appropriate, or desirable in connection with such Company’s chapter 11 case (the “Chapter 11 Cases” and each, a “Chapter 11 Case”) or the Chapter 11 Filings including, without limitation, (i) the payment of fees, expenses and taxes such Authorized Person deems necessary, appropriate, or desirable, and (ii) negotiating, executing, delivering, performing and filing any and all additional documents, schedules, statements, lists, papers, agreements, certificates and/or instruments (or any amendments or modifications thereto) in connection with, 2 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 10 of 37 or in furtherance of, such Chapter 11 Case with a view to the successful prosecution of such Chapter 11 Case (such acts to be conclusive evidence that such Authorized Person deemed the same to meet such standard). B. Retention of Advisors IT IS FURTHER RESOLVED, that with respect to each Company, each Authorized Person be, and they hereby are, authorized and directed to employ the law firm of DLA Piper LLP (US) as general bankruptcy counsel to represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each Company’s rights and obligations, including filing any pleadings; and in connection therewith, each of the Authorized Persons, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of DLA Piper LLP (US); and it is further RESOLVED, that with respect to each Company, each Authorized Person be, and they hereby are, authorized and directed to employ the law firm of Scudder Law Firm, P.C., L.L.O.) as special counsel to represent and assist each Company in general corporate governance and legacy liability management, and to take any and all actions to advance each Company’s rights and obligations, including filing any pleadings; and in connection therewith, each of the Authorized Persons, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of Scudder Law Firm, P.C., L.L.O.; and it is further RESOLVED, that with respect to each Company, each Authorized Person be, and they hereby are, authorized and directed to employ the firm of AlixPartners, LLP as financial advisor (the “Financial Advisor”) to represent to represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each Company’s rights and obligations; and in connection therewith, each of the Authorized Persons with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed an appropriate application for authority to retain the services of the Financial Advisor; and it is further RESOLVED, that with respect to each Company, each Authorized Person be, and they hereby are, authorized and directed to employ the firm of Kurtzman Carson Consultants LLC as notice, claims, and balloting agent and as administrative advisor (the “Claims Agent”) to represent and assist each Company in carrying out its duties under the Bankruptcy Code, and to take any and all actions to advance each Company’s rights and obligations; and in connection therewith, each of the Authorized Persons, with power of delegation, are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers, and to cause to be filed appropriate applications for authority to retain the services of Claims Agent. C. Cash Collateral and Adequate Protection IT IS FURTHER RESOLVED, that each Company will obtain benefits from the use of collateral, including cash collateral, as that term is defined in section 363(a) of the Bankruptcy Code (the “Collateral”), which is security for the prepetition secured lenders (collectively, the 3 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 11 of 37 “Prepetition Secured Lenders”) party to that certain Credit and Security Agreement dated July 31, 2019 among Celadon Group, Inc., certain of its subsidiaries, and MidCap Financial Trust as administrative agent and lender and that certain Second Amended and Restated Credit Agreement dated July 31, 2019 among Celadon Group, Inc., certain of its subsidiaries as guarantors thereto, Blue Torch Finance, LLC, as administrative 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 (collectively, the “Prepetition Loan Documents”); and it is further RESOLVED, that in order to use and obtain the benefits of the Collateral, and in accordance with section 363 of the Bankruptcy Code, each Company will provide certain adequate protection to the Prepetition Secured Lenders (the “Adequate Protection Obligations”), as documented in one or more proposed orders (the “Cash Collateral Order”) and submitted for approval to the Bankruptcy Court; and it is further RESOLVED, that the form, terms and provisions of the Cash Collateral Order to which each Company is or will be subject, and the actions and transactions contemplated thereby be, and hereby are authorized, adopted and approved, and each of the Authorized Persons of such Company be, and they hereby are, authorized and empowered, in the name of and on behalf of such Company, to take such actions and negotiate or cause to be prepared and negotiated and to execute, deliver, perform and cause the performance of, the Cash Collateral Order, and such other agreements, certificates, instruments, receipts, petitions, motions or other papers or documents to which such Company is or will be a party (collectively with the Cash Collateral Order, the “Cash Collateral Documents”), incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, in the form or substantially in the form thereof submitted to the Governing Body of such Company, with such changes, additions and modifications thereto as the officers of such Company executing the same shall approve, such approval to be conclusively evidenced by such officers’ execution and delivery thereof; and it is further RESOLVED, with respect to each Company, as debtor and debtor in possession under the Bankruptcy Code be, and hereby is, authorized to incur the Adequate Protection Obligations (as set forth in the Cash Collateral Order) and to undertake any and all related transactions on substantially the same terms as contemplated under the Cash Collateral Documents (collectively, the “Adequate Protection Transactions”); and it is further RESOLVED, that with respect to each Company, any Authorized Persons of such Company be, and they hereby are, authorized and directed, and each of them acting alone hereby is, authorized, directed and empowered in the name of, and on behalf of, such Company, as debtor and debtor in possession, to take such actions as in their discretion is determined to be necessary, desirable, or appropriate and execute the Adequate Protection Transactions, including delivery of: (a) the Cash Collateral Documents and such agreements, certificates, instruments, guaranties, notices and any and all other documents, including, without limitation, any amendments to any Cash Collateral Documents (collectively, the “Adequate Protection Documents”); (b) such other instruments, certificates, notices, assignments, and documents as may be reasonably requested by the Agent; and (c) such forms of deposit, account control agreements, officer’s certificates and compliance certificates as may be required by the Cash Collateral Documents or any other Adequate Protection Document; and it is further 4 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 12 of 37 RESOLVED, that with respect to each Company, each of the Authorized Persons be, and they hereby are, authorized, directed and empowered in the name of, and on behalf of, such Company (i) to file or to authorize the agents under the Prepetition Loan Documents (the “Agent”) to file any Uniform Commercial Code (the “UCC”) financing statements, any mortgages, any other equivalent filings, any intellectual property filings and recordation and any necessary assignments for security or other documents in the name of the Company that the Agent deems necessary or appropriate to perfect any lien or security interest granted under the Cash Collateral Order, including any such UCC financing statement containing a generic description of collateral, such as “all assets,” “all property now or hereafter acquired” and other similar descriptions of like import, and to execute and deliver, and to record or authorize the recording of, such mortgages and deeds of trust in respect of real property of the Company and such other filings in respect of intellectual and other property of the Company, in each case as may be necessary under the Cash Collateral Order, and (ii) to take all such further actions, including, without limitation, to pay or approve the payment of all fees and expenses payable in connection with the Adequate Protection Transactions and all fees and expenses incurred by or on behalf of the Company in connection with the foregoing resolutions, in accordance with the terms of the Adequate Protection Documents, which shall in their sole judgment be necessary, proper or advisable to perform the Company’s obligations under or in connection with the Cash Collateral Order or any of the other Adequate Protection Documents; and it is further RESOLVED, that with respect to each Company, any Authorized Persons of such Company be, and they hereby are, authorized, directed and empowered in the name of, and on behalf of, such Company to take all such further actions, including, without limitation, to pay or approve the payment of all fees and expenses payable in connection with the Adequate Protection Transactions and all fees and expenses incurred by or on behalf of such Company in connection with the foregoing resolutions, in accordance with the terms of the Adequate Protection Documents, which shall in their sole judgment be necessary, proper or advisable to perform such Company’s obligations under or in connection with the Cash Collateral Order or any of the other Adequate Protection Documents and the transactions contemplated therein and to carry out fully the intent of the foregoing resolutions; and it is further RESOLVED, that with respect to each Company, any Authorized Persons hereby are, authorized, directed and empowered in the name of, and on behalf of, such Company, to execute and deliver any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of the Cash Collateral Order or any of the Adequate Protection Documents or to do such other things which shall in their sole judgment be necessary, desirable, proper or advisable to give effect to the foregoing resolutions, which determination shall be conclusively evidenced by their execution thereof. D. Debtor-in-Possession Financing IT IS FURTHER RESOLVED, that each Company, as debtor and debtor in possession under the Chapter 11 Cases shall be, and hereby is, authorized by the Governing Body of each respective Company to: (a) undertake any and all transactions contemplated in the Debtor in Possession Secured Multi-Draw Term Promissory Note (the “DIP Note”) by and among Celadon Group, Inc., Blue Torch Finance, LLC, as agent, and the post-petition lenders thereto, on substantially the terms and subject to the conditions described to each Governing Body and as set 5 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 13 of 37 forth in the DIP Note or as may hereafter be fixed or authorized by each of the Authorized Persons (and their designees and delegates), acting alone or with one or more other Authorized Persons; (b) borrow funds from, request the issuance of letters of credit, provide guaranties to and undertake any and all related transactions contemplated thereby (collectively, the “Financing Transactions”, and each such transaction, a “Financing Transaction”) with such Lenders and on such terms as may be approved by any one or more of the Authorized Persons, as reasonably necessary for the continuing conduct of the affairs of such Company; (c) execute and deliver and cause such Company to incur and perform its obligations under the DIP Note and Financing Transactions; (d) finalize the DIP Note and Financing Transactions, consistent in all material respects with those that have been presented to and reviewed by each respective Governing Body; and (e) pay related fees and grant security interests in and liens upon some, any or all of such Company’s assets, as may be deemed necessary by any one or more of the Authorized Persons in connection with such Financing Transactions; and it is further RESOLVED, that with respect to each Company, each of the Authorized Persons (and their designees and delegates), acting alone or with one or more other Authorized Persons be, and they hereby are, authorized, directed and empowered in the name of, and on behalf of, such Company, as debtor and debtor in possession, to take such actions and negotiate or cause to be prepared and negotiated and to execute, file, deliver and cause each Company to incur and perform its obligations under the DIP Note and the ancillary documents (collectively, the “DIP Loan Documents”), any Secured Cash Management Agreements, any agreements with any Letter of Credit Issuer, and all other agreements, instruments and documents (including, without limitation, any and all other intercreditor agreement, joinders, mortgages, deeds of trust, consents, notes, pledge agreements, security agreements, control agreements, interest rate swaps, caps, collars or similar hedging agreement and any agreements with any entity (including governmental authorities) requiring or receiving cash collateral, letters of credit or other credit support with proceeds from the DIP Note) or any amendments thereto or waivers thereunder (including, without limitation, any amendments, waivers or other modifications of any of the DIP Loan Documents) that may be contemplated by, or required in connection with, the DIP Note, the DIP Loan Documents and the Financing Transactions (collectively, the “DIP Financing Documents”), incur and pay or cause to be paid all fees and expenses and engage such persons, in each case, as such Authorized Person shall in his or her judgment determine to be necessary or appropriate to consummate the transactions contemplated by the DIP Note and DIP Loan Documents, which determination shall be conclusively evidenced by his or her execution or delivery thereof; and it is further RESOLVED, that the form, terms and provisions of the DIP Note and each of the other DIP Loan Documents be, and the same hereby are in all respects approved, and that with respect to each Company, any Authorized Persons or other authorized persons or officers of such Company are hereby authorized and empowered, in the name of and on behalf of such Company, to execute and deliver and to execute and file the DIP Note and each of the DIP Loan Documents to which such Company is a party, each in the form or substantially in the form thereof submitted to each respective Governing Body with such changes, additions and modifications thereto as the officers of such Company executing the same shall approve, such approval to be conclusively evidenced by such officers’ execution and delivery thereof; and it is further 6 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 14 of 37 RESOLVED, that the with respect to each Company, any Authorized Person be, and each of them hereby are, authorized and empowered to authorize Blue Torch Finance, LLC (the “DIP Agent”) to file any UCC financing statements and any necessary assignments for security or other documents in the name of each Company that the DIP Agent deems necessary or appropriate to perfect any lien or security interest granted under the DIP Loan Documents, including any such UCC financing statement containing a super-generic description of collateral, such as “all assets,” “all property now or hereafter acquired” and other similar descriptions of like import, and to execute and deliver, and to record or authorize the recording of, such mortgages and deeds of trust in respect of real property of such Company and such other filings in respect of intellectual and other property of such Company, in each case as the DIP Agent may reasonably request to perfect the security interests of the DIP Agent on behalf of itself and the other secured parties under the DIP Loan Documents; and it is further RESOLVED, that with respect to each Company, any Authorized Person be, and hereby are, authorized and empowered, in consultation with the respective Governing Body, to execute and deliver any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of the DIP Note or any of the other DIP Loan Documents or any of the other DIP Financing Documents, and to execute and file on behalf of such Company all petitions, schedules, lists and other motions, papers or documents, which shall in his or her sole judgment be necessary, proper or advisable, which determination shall be conclusively evidenced by his or her execution thereof; it is further RESOLVED, that each Company will obtain benefits from the incurrence of the loans and letters of credit under the DIP Note by the Borrower thereunder and the occurrence and consummation of the Financing Transactions under the DIP Note and the DIP Loan Documents and the transactions under the DIP Financing Documents, which are necessary and appropriate to the conduct, promotion and attainment of the business of such Company; and it is further RESOLVED, that the capitalized terms used in the resolutions under the caption “Debtorin-Possession Financing” and not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Note. E. Form 8-K Filing IT IS FURTHER RESOLVED, that in connection with the Chapter 11 Filings, the Governing Body of Celadon Group, Inc. authorizes the filing with the Securities and Exchange Commission of a Current Report on Form 8-K and press release, each substantially in the form previously provided to the Governing Body of Celadon Group, Inc. and discussed at this meeting, but with such changes and additions as are required by law or as such officers, in their discretion, deem necessary or appropriate, and authorizes such other filings in connection therewith as are required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. F. Ratification IT IS FURTHER RESOLVED, that any and all past actions heretofore taken by any Authorized Person, any director, or any member of any Company in the name and on behalf of 7 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 15 of 37 such Company in furtherance of any or all of the preceding resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects. G. General Authorization IT IS FURTHER RESOLVED, that with respect to each Company, any Authorized Person, each one of whom may act without the joinder of any of the others, hereby is authorized, empowered, and directed, with full power of delegation, in the name and on behalf of such Company, to take, cause to be taken, or perform any and all further acts or deeds, including, without limitation, (i) the negotiation of such additional agreements, amendments, modifications, supplements, reports, documents, instruments, applications, notes or certificates not now known but which may be required, (ii) the execution, delivery and filing (if applicable) of any of the foregoing, and (iii) the payment of all fees, consent payments, taxes, and other expenses as any such Authorized Person, in his or her sole discretion, may approve or deem necessary, appropriate, or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated thereby, all of such actions, executions, deliveries, filings, and payments to be conclusive evidence of such approval or that such Authorized Person deemed the same to meet such standard; and it is further RESOLVED, that any and all past actions heretofore taken by any Authorized Person, any director, manager, or member of any Company in the name and on behalf of such Company in furtherance of any or all of the preceding resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects; and it is further RESOLVED, that the Secretary of each Company is hereby authorized and empowered to certify that these resolutions have been duly adopted to such person or persons as the Secretary deems entitled thereto, and to attest or witness the execution of the documents authorized by the foregoing resolutions, and to sign and affix such Company’s seal to such documents as may be necessary or appropriate. [remainder of page intentionally left blank] 8 EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 16 of 37 IN WITNESS WHEREOF, the undersigned has executed this Secretary’s Certificate of the Resolutions of the Board of Directors of the Companies as of the 8th day of December 2019. By: Name: Chase Welsh Title: Executive Vice President, Secretary, and General Counsel EAST\170655330.4 Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 17 of 37 Fill in this information to identify the case: Debtor name: Celadon Group, Inc. United States Bankruptcy Court for the District of Delaware Check if this is an amended filing Case number (If known): TBD Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 50 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 50 largest unsecured claims. Name of creditor and complete mailing address, including zip code Name, telephone number, and email address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim 1 U.S. DEPARTMENT OF JUSTICE 950 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20530 PHONE: 202-514-2000 FAX: 202-307-6777 EMAIL: ASKDOJ@USDOJ.GOV LITIGATION CLAIM $33,000,000.00 2 TA DISPATCH, LLC BRIAN BARZE 1810 AVENUE C ENSLEY, AL 35218 BRIAN BARZE PHONE: 205-788-4000 FAX: 205-788-4400 EMAIL: BBARZE@PSTRANS.COM TRADE $4,676,261.37 ADDITIONAL CONTACT: BALCH & BINGHAM LLP 1901 6TH AVENUE NORTH, SUITE 1500 BIRMINGHAM, AL 35203 FACSIMILE: (205) 488-5696 ATTENTION: TIMOTHY J. SEGERS EMAIL: TSEGERS@BALCH.COM 3 COMDATA CORPORATION KURT PRESLEY 5301 MARYLAND WAY BRENTWOOD, TN 37027 KURT PRESLEY PHONE: 615-370-7930 FAX: 615-370-7209, 615-370-7771 EMAIL: KPRESLEY@COMDATA.COM TRADE $2,800,000.00 4 PILOT TRAVEL CENTERS, LLC TONYA VAUGHN 5500 LONAS DRIVE STE 260 KNOXVILLE, TN 37909 TONYA VAUGHN PHONE: 865-474-2543 FAX: 865-450-2801, 865-297-1812 EMAIL: STEPHANIE.ROBERTS@PILOTTRAVELCENTERS.COM; LUKE.RUSSELL@PILOTTRAVELCENTERS.COM TRADE $2,500,000.00 5 TRANSPORTATION ENTERPRISE LEASING SHERI AABERG 400 BIRMINGHAM HIGHWAY CHATTANOOGA, TN 37419 SHERI AABERG PHONE: 423-463-3387 FAX: 423-821-5442 EMAIL: S.AABERG@TELEASING.COM LESSOR $2,038,723.00 6 SHERYL RAY THE SIMON LAW FIRM - JOHN SIMON 800 MARKET ST. SUITE 1700 ST. LOUIS, MO 63101 THE SIMON LAW FIRM - JOHN SIMON PHONE: (314) 310-5929 FAX: 314-241-2029 EMAIL: JSIMON@SIMONLAWPC.COM LITIGATION CLAIM 7 GRANT THORNTON LLP 1901 S. MEYERS RD SUITE 455 OAKBROOK TERRACE, IL 60181 ZA-00002369 TBD - MONDAY FROM TPA PHONE: 630-873-2500 FAX: 630-873-2800 EMAIL: CASH@US.GT.COM TBD - MONDAY FROM TPA PROFESSIONAL 9 THE GOODYEAR TIRE & RUBBER COMPANY RICHARD KIRK 200 INNOVATION WAY AKRON, OH 44316 RICHARD KIRK PHONE: 330-796-2121 FAX: 330-796-2222 EMAIL: RICHARD.KIRK@GOODYEAR.COM 10 COMERCIALIZADORA Y DISTRIBUIDORA MARTINEZ Y MTZ PATTY BENITEZ PHONE: 83731511 PATTY BENITEZ EMAIL: COBRANZA@MYMENERGY.COM.MX AVILA 350 GONZALITOS CDM9801154V NUEVO LEON, 64020 MEXICO 11 ZA-00014240 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $1,000,000.00 12 VAAA1CDV2019065495 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $903,570.38 13 PINNACLE FLEET SOLUTIONS PATTY SEIDELMAN P.O. BOX 742294 ATLANTA, GA 30374 PATTY SEIDELMAN PHONE: 630-925-7676 FAX: 503-745-8921 EMAIL: PSEIDELMAN@CORCENTRIC.COM TRADE $762,231.58 14 GOODWIN PROCTER LLP LLOYD WINAWER 601 MARSHALL STREET REDWOOD CITY, CA 94063 LLOYD WINAWER PHONE: +1 650 752 3146 FAX: 650-853-1038 EMAIL: LWINAWER@GOODWINLAW.COM PROFESSIONAL $754,316.95 15 JACKIE MCCOY RONALD WELDY 8383 CRAIG STREET STE. 330 INDIANAPOLIS, IN 46250 RONALD WELDY PHONE: 317-842-6600; 877-211-7519 FAX: 317-842-6933 EMAIL: RWELDY@WELDYLEGAL.COM LITIGATION CLAIM 16 MASTER FLEET NATIONAL, LLC DERRICK WASHINGTON, PRESIDENT 1210 MID VALLEY ROAD DE PERE, WI 54115 DERRICK WASHINGTON, PRESIDENT PHONE: (920) 347.3513 FAX: 920-347-1820; 920-347-1821; 920-498-9816 EMAIL: DWASHINGTON@MFNATL.COM TRADE 8 Official Form 204 LITIGATION CLAIM CONTINGENT $1,493,074.05 $1,361,612.41 CONTINGENT $1,284,461.72 TRADE $1,261,824.15 TRADE $1,195,455.57 CONTINGENT Chapter 11 Case: List of Creditors Who Have the 20 Largest Unsecured Claims $750,000.00 $734,939.30 Page 1 Case 19-12606-KBO Name of creditor and complete mailing address, including zip code 17 ERNST & YOUNG U.S. LLP MICHAEL STAVRIDIS 55 N UPPER WACKER DR #2000 CHICAGO, IL 60606 Doc 1 Filed 12/08/19 Name, telephone number, and email address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Page 18 of 37 Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim MICHAEL STAVRIDIS PHONE: (312) 879-2000 FAX: 312-879-4000 EMAIL: MICHAEL.STAVRIDIS@EY.COM PROFESSIONAL $571,881.08 $545,775.78 ADDITIONAL CONTACT: ERNST & YOUNG 11 MONUMENT CIR #4000, INDIANAPOLIS, IN 46204 (317) 681-7000 JOHN FEDERICI 18 PACCAR PARTS 750 HOUSER WAY N RENTON, WA 98057 PHONE: 425-254-4400 FAX: 425-468-8216 EMAIL: REMITTANCE@PACCARPARTSFLEETSERVICES.COM TRADE 19 ZA-00013207 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $520,000.00 20 TANGO TRANSPORT, LLC, ET AL ROBERT H. BEZUCHA ROBERTS CUNNINGHAM & STRIPLING LLP 12222 MERIT DRIVE SUITE 800 DALLAS, TX 75251 ROBERT H. BEZUCHA PHONE: 214-696-3200 FAX: 214-696-5971 EMAIL: BEZUCHA@SBCGLOBAL.NET; BBEZUCHA@RCSLLP.COM; ROBERTBEZUCHALAW@GMAIL.COM LITIGATION CLAIM CONTINGENT $500,000.00 21 I+D MEXICO, S.A. DE C.V. PHONE: 55-5950-1440; 800-900-7273 EMAIL: CAVI@PASE.COM.MX; COMENTARIOS@PASE.COM.MX TRADE $468,329.56 22 THE JOHNSON GROUP LLC BRETT WILLIAMS 436 MARKET STREET CHATTANOOGA, TN 37402 MILESTONE EQUIPMENT HOLDINGS LLC JOHN HORGAN 3050 W. CLAY STREET SUITE 300 ST. CHARLES, MO 63301 BRETT WILLIAMS PHONE: 423-424-3015 FAX: 423-267-0475 EMAIL: BWILLIAMS@JOHNGROUP.COM JOHN HORGAN PHONE: 636-733-6762 FAX: 888-395-4403 EMAIL: JOHN.HORGAN@MILECORP.COM TRADE $431,157.37 LESSOR $428,298.00 24 ZA-00008829 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $406,158.89 25 ZA-00003859 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $400,000.00 26 ZA-00010711 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $400,000.00 27 ZA-00009327 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $367,500.00 28 PDZA Y ASOCIADOS JULIAN PEDROZA S.C. INSURGENTES SUR 1602, PISO 4 COLONIA CRÉDITO CONSTRUCTOR MEXICO CITY, C.P. 03940 MEXICO ZA-00012280 TBD - MONDAY FROM TPA JULIAN PEDROZA PHONE: 55-10009124 FAX: 12-53-70-91 EMAIL: JULIAN@PEDROZAABOGADOS.COM PROFESSIONAL TBD - MONDAY FROM TPA LITIGATION CLAIM 30 ANTHEM KIERRA WILLIS 220 VIRGINIA AVE N/A INDIANAPOLIS, IN 46202 KIERRA WILLIS PHONE: 317-488-6000 FAX: 317-488-6821 EMAIL: KIERRA.WILLIS@ANTHEM.COM BENEFIT ADMINISTRATOR $285,000.00 31 FLEET CHARGE 8650 WEST COLLEGE BOULEVARD OVERLAND PARK, KS 66210 ESTATE OF MICHAEL HANLEY, JR. MUNLEY LAW PC 227 PENN AVE SCRANTON, PA 18503 PHONE: 800-323-4284 FAX: 1-913-451-2443 EMAIL: CUSTOMER-REMITTANCE@FLEETCHARGE.COM MUNLEY LAW PC PHONE: 570-865-4699 FAX: 570-346-3452 EMAIL: LAWYERS3@MUNLEY.COM TRADE $284,588.81 LITIGATION CLAIM $274,412.50 33 ZA-00009541 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $260,000.00 34 ZA-00012579 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $260,000.00 35 ZA-00010558 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $250,000.00 36 ZA-00009278 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $249,398.50 37 90794 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $230,485.73 38 ZA-00012278 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $225,000.00 39 91320 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $200,832.48 23 29 32 Official Form 204 $338,301.22 CONTINGENT Chapter 11 Case: List of Creditors Who Have the 20 Largest Unsecured Claims $285,001.00 Page 2 Case 19-12606-KBO Name of creditor and complete mailing address, including zip code Doc 1 Name, telephone number, and email address of creditor contact Filed 12/08/19 Page 19 of 37 Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured Deduction for value of collateral or setoff Unsecured claim 40 ZA-00013674 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $200,001.00 41 ZA-00015172 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $200,000.00 42 ZA-00009384 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $200,000.00 43 PNC BANK NATIONAL ASSOCIATION STEVE CHAMBERS 130 S. BOND STREET BEL AIR, MD 21014 STEVE CHAMBERS PHONE: 410-638-2237 FAX: 855-211-1236 EMAIL: STEVEN.CHAMBERS@PNC.COM LESSOR $199,900.11 44 FLEET TRUCK SALES JOSEPH E. JONES FRASER STRYKER, PC, LLO 409 S 17TH ST 500 ENERGY PLAZA OMAHA, NE 68102 JOSEPH E. JONES FRASER STRYKER, PC, LLO PHONE: 402-978-5215 FAX: 402-341-8290 EMAIL: JJONES@FRASERSTRYKER.COM LITIGATION CLAIM $166,000.00 45 MANHATTAN ASSOCIATES INC. JAMIE MUNSON - DIRECTOR OF CARRIER MANAGEMENT 2300 WINDY RIDGE PARKWAY 10TH FLOOR ATLANTA, GA 30339 JAMIE MUNSON - DIRECTOR OF CARRIER MANAGEMENT PHONE: 770-955-7070 FAX: 770-955-0302 EMAIL: JMUNSON@MANH.COM TRADE $162,826.65 46 ZA-00010885 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $160,000.00 47 ZA-00006088 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $150,000.00 48 ZA-00010403 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $150,000.00 49 ZA-00016326 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $150,000.00 50 ZA-00010007 TBD - MONDAY FROM TPA TBD - MONDAY FROM TPA LITIGATION CLAIM CONTINGENT $150,000.00 Official Form 204 Chapter 11 Case: List of Creditors Who Have the 20 Largest Unsecured Claims Page 3 37 Fill in this?information to identify the case and this filing: Debtor Name Celadon Group, inc. United States Bankruptcy Court for the: District Of Delaware (State) Case number (lfknown): Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual?s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and have a reasonable belief that the information is true and correct: El Schedule Assets?Real and Personal Property Official Form Schedule D: Creditors Who Have Claims Secured by Property (Official Form 2060) El Schedule Creditors Who Have Unsecured Claims (Official Form El Schedule G: Executory Contracts and Unexpired Leases (Official Form 2066) Schedule H: Codebtors Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Of?cial Form 2068um) [3 Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 50 Largest Unsecured Claims and Are Not insiders (Of?cial Form 204) Other document that requires a declaration I declare under penalty of perjury that the foregoing is ?re and correct. . x1 Executed on 12/08/2019 Cm] MM DD Signature of individual signing on behalf of debtor Paul Svindland Printed name Chief Executive Officer Position or relationship to debtor Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 21 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x : : Chapter 11 In re: : : Case No. 19-______ (___) CELADON GROUP, INC., : : (Joint Administration Requested) Debtor. ---------------------------------------------------------------x CORPORATE OWNERSHIP STATEMENT Pursuant to Rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the undersigned authorized officer of Celadon Group, Inc., the above-captioned Debtor, hereby certifies that following corporate entities and individuals own 10% or more of Celadon Group, Inc.’s equity interests: Equity Holder Percentage of Total Equity Luminus Management LLC, Luminus Energy Partners Master Fund Ltd. and Jonathan Barrett Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio 16.7% EAST\168043130.4 15.22% Fill in this information to identify the case and this filing: Debtor NameCeladon Group, Inc. United States Bankruptcy Court for the: District Of Delaware (State) Case number (If known): Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual?s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. ??152, 1341, 1519, and 3571. -Declaration and Signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and have a reasonable belief that the information is true and correct: El Schedule Assets?Real and Personal Property (Of?cial Form Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) El Schedule Creditors Who Have Unsecured Claims (Official Form El Schedule G: Executory Contracts and Unexpired Leases (Official Form 2066) El Schedule H: Codebfors (Official Form 206H) Summary of Assets and Liabilities for Non?individuals (Official Form 206Sum) El Amended Schedule Cl Chapter 11 or ChapterQ Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not insiders (Official Form 204) Other document that requires a declaration Statement of Corporate Ownership I declare under penalty of perjury that the foregoing is tru'gand correct. Executed on 12/08/2019 Vic/~9- MM DD Signature of individual signing on behalf of debtor Paul Svindland Printed name Chief Executive Officer Position or relationship to debtor Case 19-12606-KBO Doc 1 Filed 12/08/19 Page 23 of 37 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ---------------------------------------------------------------x : : Chapter 11 In re: : : Case No. 19-______ (___) CELADON GROUP, INC., : Debtor. : (Joint Administration Requested) ---------------------------------------------------------------x LIST OF EQUITY SECURITY HOLDERS Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, Celadon Group, Inc., the above-captioned Debtor, hereby provides the following list of holders of equity interests: Name and Address of Interest Holder Luminus Management LLC, Luminus Energy Partners Master Fund Ltd. and Jonathan Barrett 1700 Broadway 26th Floor New York, NY 10019 Attn: General Counsel E-mail: ssingh@luminusmgmt.com Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio c/o Wellington Trust Company, NA 280 Congress Street Boston, MA 02210 Towle & Co. 1610 Des Peres Road, Suite 250 St. Louis, MO 63131 Alexander Mitchell, Scopus Capital Inc., Scopus Asset Management LP 717 Fifth Avenue, 21st Floor New York, NY 10022 EAST\168043130.4 Percentage and Type of Interests Held 16.17% [common stock] 15.22% [common stock] 9.73% [common stock] 9.00% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Royce & Associates Inc. 745 Fifth Avenue New York, NY 10151 Filed 12/08/19 Page 24 of 37 Percentage and Type of Interests Held 6.29% [common stock] Allen, James T. 33 E Cook Street Spencer, TN 38585 0.00021% [common stock] Anderson, Julie 10275 Seagrave Drive Fishers, Indiana 46037 Armes, Julie 3922 Chelsea Trace Greenwood, IN 46143 A & S Inc. Box 68 Cedar Rapids, IA 52406-0068 Barton, Jaceann 10601 Cunot Cataract Road, Apt 8 Poland, IN 47868 4.74503% [common stock] 0.00001375% [common stock] 0.00008% [common stock] 0.00000344% [common stock] Battershell, Erin 68014 Chapel Hill Road Indianapolis, IN 46214 2.04985% [common stock] Bennett, Jack 12275 Dickeys Road Mercersburg, PA 17236 Bowers, David B. 649 Lindenwood Drive Greenwood, IN 46142-3824 0.00009% [common stock] Boyd, Elaine M. Box 628 Summersville, WV 26651 0.00001% [common stock] Briceno, Alma J. 12081 Pebblebrook Court Indianapolis, Indiana 46236 0.00069% [common stock] EAST\168043130.4 2.53068% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Bridges, Alison Y. Box 77 Cranfills Gap, TX 76637-0077 Filed 12/08/19 Page 25 of 37 Percentage and Type of Interests Held 0.00078% [common stock] Briggs, Vicki L. 2390 Leatherwood Road Cumberland Furnace, TN 37051 0.49348% [common stock] Brown, Sr., David L 5667 Thelma Road Roanoke Rapids, NC 27870-8723 0.13919% [common stock] Brubaker, Lowell Glenn 83625 Pine Glade Lane Richmond, VA 23237 Buterbaugh, Toby 13108 Pendleton Court Reisterstown, MD 21136 Canfield, Dana 3535 S County Road 800 E Dupont, IN 47231-9400 0.00015% [common stock] Carpenter, Kenneth 8271 Pawtucket Court Indianapolis, IN 46256 Carter, Sr., Michael H. 23 S Delaware Avenue Minersville, PA 17954 Cede & Co (Fast Account) PO Box 20 Bowling Green Station, New York Christie, Shelly 10879 N 200 W Fountaintown, IN 46130-9514 Clark, Matthew D. 3573 Vestige Trail Springfield, IL 62707 Cole, Thomas E. 10256 Street Hwy 45 S. Wingo, KY 42088 Coleman, Joseph F. 5121 W Morris Street Indianapolis, IN 46241-3548 3.63153% [common stock] EAST\168043130.4 9.49007% [common stock] 0.00008% [common stock] 0.00000344% [common stock] 0.68097% [common stock] 0.00001% [common stock] 0.27842% [common stock] 0.00005% [common stock] 0.00025% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Colucci, Carmine 2326 Hawthorne Avenue Pittsburgh, PA 15218 Conley, Chris 17857 Forreston Oak Drive Noblesville, IN 46062 Cooper, Janice and Reyna Subject to STA TOD Rules 4391 Main Street Kankakee, IL 60901-7113 Cooper, Janice 4391 Main Street Kankakee, IL 60901-7113 Cornelius, Nikki 15604 160th Ct SE Renton, WA 98058 Craft, Blaine 6155 West Jamison Drive McCordsville, IN 46055 Crawford, Anthony 3802 Manor Drive Greensboro, NC 27403 Cude, Charles 5657 Avenue 397 Dinuba, CA 93618-9622 Custer, Jeff S. PO Box 98 Bynum, TX 76631-0098 Dart Transit Co., Attn: Dan Oren 800 Lone Oak Road Eagan, MN 55121 Decker, David L. and Kathy J. RR 1 Box 260 Quincy, IN 47456-9517 Deese, Gary L. 5046 Suncrest Farms Lane Crouse, NC 28033-7740 Deese, Linda R. 5046 Suncrest Farms Lane Crouse, NC 28033-7740 DeFelice, Jackie R. and Louis A. 1418 E Logan Street Round Rock, TX 78664-6026 EAST\168043130.4 Filed 12/08/19 Page 26 of 37 Percentage and Type of Interests Held 0.00001% [common stock] 1.89801% [common stock] 0.02531% [common stock] 0.00000344% [common stock] 0.00057% [common stock] 1.58168% [common stock] 1.89801% [common stock] 0.00025% [common stock] 0.08857% [common stock] 0.00000344% [common stock] 0.00038% [common stock] 0.37960% [common stock] 0.00009% [common stock] 0.00015% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Guaranty Bank Cust FBO Stanley Dickey 1028 Davis Street S Sulphur Springs, TX 75482 Duncan, Gwen Y. 1101 State Route 37 Kell, IL 62853-1319 Eckels, Kirk 521 Dawson Ln, Apt B Lebanon, TN 37087 Edwards, Timothy O. 1320 Fulton Avenue B5 Bronx, NY 10456 Elliott, Michael R. 33014 LA Hwy 332 Gueydan, LA 70542 Ezinga, David A. 2551 Theodore Hudsonville, MI 49426 Farmer, Kevin 2504 Hiers Court Hephzibah, GA 30815 Feeley, Joyce 274 South Janice Lane Ormond Beach, FL 32174 Frazier, James 934 Geneva Avenue Toledo, OH 43609 Freeman, Michael T. 274 South Janice Lane Ormond Beach, FL 32174 French, Melissa 1426 N Audubon Road Indianapolis, Indiana 46219 Fronek, Jeff 416 Orchardale Drive Rochester Hills MI 48309-2246 Furman, Daniel J. 21 Shore Road Edgemere, MD 21219 Gannon, Tammy R. 11335 McDowell Drive Indianapolis. IN 46229 EAST\168043130.4 Filed 12/08/19 Page 27 of 37 Percentage and Type of Interests Held 0.00016% [common stock] 1.07554% [common stock] 0.53144% [common stock] 0.00005% [common stock] 0.00004% [common stock] 0.13919% [common stock] 0.00000344% [common stock] 0.00010% [common stock] 0.00010% [common stock] 0.00010% [common stock] 6.01038% [common stock] 0.00020% [common stock] 0.00020% [common stock] 0.00000344% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Geers, Jessie R. 3850 Oliver Lane Baconton, GA 31716 Gilliam, Brandon 2504 Redland Lane Indianapolis, IN 46217 Gomez, Elizabeth 82 Hamilton Avenue Yonkers, NY 10704 Gonzalez, Richard 1214 Avenue F South Houston, TX 77587-4327 Gumbs, Clifton O. 115-41 126th Street South Ozone Park, NY 11420-2627 Hale, Pamela J. 7845 N. Alton Avenue Indianapolis, IN 46268 Hall, Evelyn 13586 E Shady Lane Bloomington, IN 47403 Hall, Ever Box 17052 North Little Rock, AR 72117 Hamrick, Mark A. 482 County Road 1 South Point, OH 45680-8885 Harr, Charles O. 2828 W Gentry Pkwy Tyler, TX 75702 Heist, Robert 289 Ferndale Drive Boiling Springs, SC 29316 Hembree, Joseph R. 8703 Zachary Cir, Apt 3 Louisville, KY 40214 Hewett, Virginia 2725 E Suffock Avenue Kingman, AZ 86409-1401 Hill, Catherine 41 Patton Street Newburg, MO 65550-9309 EAST\168043130.4 Filed 12/08/19 Page 28 of 37 Percentage and Type of Interests Held 0.00023% [common stock] 0.00008% [common stock] 0.12653% [common stock] 0.00034% [common stock] 0.00008% [common stock] 0.00069% [common stock] 0.00020% [common stock] 0.00012% [common stock] 0.00011% [common stock] 0.00003% [common stock] 0.00005% [common stock] 0.00016% [common stock] 0.01265% [common stock] 0.00003% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Hopkins, Eugene B. 648 Sedgewick Lane Greenfield, IN 46140 Howell, Melvin PO Box 427 North Salem, Indiana 46165 Hudson, Kristina L. 285 CR 2225 Ivanhoe, TX 75447 Filed 12/08/19 Page 29 of 37 Percentage and Type of Interests Held 0.00003% [common stock] 0.00029% [common stock] 0.00010% [common stock] Hume, Barton Hume 1275 N Peterman Road Greenwood, IN 46142 Knoll Employees Credit Union Cust FBO Hunsberger Acct #2309-11 1235 Water Street PO Box 157 East Greenville, PA 18041-0157 0.00009% [common stock] Hunt, Barbara Box 248444 Columbus, OH 43224 International Bancshares Corporation 1200 San Bernardo Laredo, TX 78040-6301 0.00012% [common stock] Jackson, Jimmie L. 2115 S Battery Little Rock, AR 72202 Jackson, Phillip Box 172 Drakes Branch, VA 23937 Jacobs, Ellen K. 108 E 82nd Street New York, NY 10028-1135 Jenkins, Brennen 6162 Indianola Avenue Indianapolis, IN 46220 Jensen, Mary 1729 Alwyne Dr. Indianapolis, IN 46227-6201 Johnson, Carolyn 6726 Aviva Way Indianapolis, IN 46237 0.00012% [common stock] EAST\168043130.4 0.00003% [common stock] 0.28158% [common stock] 0.00011% [common stock] 0.00773% [common stock] 0.94901% [common stock] 0.00003% [common stock] 0.00003% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Johnson, Mozelle Candy 3810 Crickett Lane Winston Salem, NC 27105 Jones, Reginald H. 1124 Evergreen Ct, Apt A Indianapolis, IN 46240-6868 Judie, Jr., Joe 4872 Evans Dr. Forest Park, GA 30297-1453 Kreich, Michael E. 1634 S. Manhattan Ave. Indianapolis, IN 46241-3814 Lauwers, Karen Bea 2779 Horseshoe Lake Rd. West Branch, MI 48661 Leapley, Alma Marie 6633 W. Jamestown Drive McCordsville, IN 46055 Leary, William 167 Knapps Knolle Rd. Utica, NY 13502-7712 Lefkowitz, Louis 51 Frost Avenue West Edison, NJ 08820-3157 Linscomb, Danny J. 2020 36th St. N, apt. 513 Texas City, TX 77590-4324 Little, Nathan 12505 Dogwood Tr. Gloucester, VA 23061-2642 Villasenor Lozano, Fernando Apartado Postal 22 Guymas Sono 85427 Mexico Madaj, Cameron F. 5501 Travis Rd. Greenwood, IN 46143 Wolf, Marshall Box 730 Station A Toronto, ON MSW 1G2 Canada EAST\168043130.4 Filed 12/08/19 Page 30 of 37 Percentage and Type of Interests Held 1.77148% [common stock] 0.39226% [common stock] 0.0034% [common stock] 0.0540% [common stock] 0.0062% [common stock] 0.2663% [common stock] 0.0773% [common stock] 0.0773% [common stock] 0.0162% [common stock] 0.0210% [common stock] 0.1546% [common stock] 0.0144% [common stock] 0.0003% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Mattina, Sandra 21 S. Merrick Rd. Massapequa, NY 11758 Mays, Alan 9025 County Line Willis, TX 77378 Minor, Jr., Harold L. 1410 Sheridan Dr., Apt. 20C Lancaster, OH 43130-1966 Mitchell, Robert 9287 Greentree Dr. Newport, MI 48166-9560 Moore, Jimmy W. Box 206 Cabot, AR 72023-0206 Morris, Russell A. 39612 Palm Dr. Bayview, TX 78566 Mundy, Levi 12332 Beardsdale Dr. Indianapolis, IN 46235 Mynk, Paul E. 197 Fox Mtn. Rd. Max Meadows, VA 24360 Nichols, Tracy 3323 Abbey Field Porter, TX 77365-9601 Ocasio, Manuel L. Box 3449 East Chicago, IN 46312-8449 Osborne, Nathan S. 2193 E. Country Club Rd. Martinsville, IN 46151 Ostolaza, James 5204 Mumm Lane El Paso, TX 79924 Owens, David W. 6190 Winford Dr. Indianapolis, IN 46236-8378 EAST\168043130.4 Filed 12/08/19 Page 31 of 37 Percentage and Type of Interests Held 0.0385% [common stock] 0.0162% [common stock] 0.0027% [common stock] 0.0625% [common stock] 0.0014% [common stock] 0.0385% [common stock] 0.0258% [common stock] 0.0048% [common stock] 0.0076% [common stock] 0.0093% [common stock] 0.0017% [common stock] 0.0457% [common stock] 0.0144% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Pacas, Roberto & Carol C. Pacas JT TEN 237 Boardwalk Ave., Apt. E San Bruno, CA 94066-2234 Parker IV, Joseph T. 8215 Center Path Ln. Mechanicsville, VA 23116 Pellerin, Anne Marie 1334 Keller Drive Plainfield, IN 46168 Perryman, Kyle 5608 Indianola Ave. Indianapolis, IN 46220 Peterson, Elizabeth G. 2021 S. Lewis, Ste. 610 Tulsa, OK 74014 Phipps, Martin L. 26530 Barranquilla Ave. Punta Gorda, FL 33983-5727 Porter, Rebecca 3747 Chisholm Drive Anderson, IN 46012 Pridgen, Reginald 309 15th St. NE Washington, DC 2002 Proffitt, Nelda 704 N. Choctaw Shamrock, TX 79079 Randolph, Timothy 2412 Cass Road Toldeo, OH 46314 Reay, Eric 37 Jordan Crescent Belgrave, ON Canada Requelme, Leonardo 1714 Kessler Blvd. E. Dr. Indianapolis, IN 46220-2433 Reynolds, Tina Lynn P.O. Box 1048 Pocahontas, AR 72455-1048 EAST\168043130.4 Filed 12/08/19 Page 32 of 37 Percentage and Type of Interests Held 0.0189% [common stock] 0.0241% [common stock] 0.0687% [common stock] 0.0515% [common stock] 0.0034% [common stock] 0.0055% [common stock] 0.0687% [common stock] 0.0045% [common stock] 0.0777% [common stock] 0.0045% [common stock] 0.1289% [common stock] 0.0773% [common stock] 0.0082% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Richey, Frances 650 Vanderbilt Road Mount Juliet, TN 37122-5082 Riley, La Rai C/O Larai M. Hooser 6645 Cobham Ln. Indianapolis, IN 4623-2970 Rinehart, Anthony 6225 North Haverford Avenue Indianapolis, IN 46220 Risenhoover, Donnie L. Box 93 Oaks, OK 74359 Roark, William Earl 12124 Rte. A Russelville, MO 65074 Rodgers, Michel Paul 5553 County Rd. 417 Cleburne, TX 76031 Russell, Stewart 104 Taconic Rd. Greenwich, CT 06831 Salvaggio, Kevin 361 County Rd. Barrington, RI 02806-2422 Saso, Jr., Benjamin Almacen 509 Boschert Dr. Saint Charles, MO 63301-1710 Schmidt, Glenn 6573 Robin Drive Nineveh, IN 46164-9528 Schuster, Jody L. 6300 S. 175 W. Lebanon, IN 46052 SGT 2000 354 Rt. 122 Saint Germain De. Grantham QC Canada J0C 1K0 Shaffer, Joshua 255 S. McCrea Street #34 Indianapolis, IN 46224 EAST\168043130.4 Filed 12/08/19 Page 33 of 37 Percentage and Type of Interests Held 0.0113% [common stock] 0.0021% [common stock] 0.0687% [common stock] 0.0622% [common stock] 0.0419% [common stock] 0.0258% [common stock] 0.2137% [common stock] 0.0577% [common stock] 0.0856% [common stock] 0.0268% [common stock] 0.0003% [common stock] 0.0003% [common stock] 0.2405% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Shaver, William O. 77 Cadwell Rd. Opelika, AL 36804 Shepherd, Lora 1260 Birchwood Way Greenwood, IN 46143 Sherrell, Kevin L. 4964 N. Hwy. 27 Lafayette, GA 30728 Shiflet, Diana 1043 Ness Drive Mondovi, WI 54755 Shipton, Eric 131 Queen Junction Rd. Butler, PA 16001 Shorts, Walter 1994 S. Williamsburg Rd. Bassfield, MS 39421-9662 Skinner, Don F. 3424 W. Dorchester Rd. 6 Peoria, IL 61604 Slauson, John E. 162 Evelyn Ave. Delafield, WI 53018 Smith, Tyler 2738 North Boehning Street Indianpolis, IN 46219 Spencer, Stephen T. 410 Vine Street Hope, IN 47246-1563 Swanson, Bruce W. 2438 Annwood Court Newton, NC 28658 Switzer, Robert 8920 Sunningdale Blvd. Indianapolis, IN 46234 Sykes, Elaine Holt TOD Gregory E. Glosson, Subject to State TOD Rules 4204 Live Oak Rd. Raleigh, NC 27604 EAST\168043130.4 Filed 12/08/19 Page 34 of 37 Percentage and Type of Interests Held 0.0041% [common stock] 0.1289% [common stock] 0.0021% [common stock] 0.0065% [common stock] 0.0027% [common stock] 0.1137% [common stock] 0.0137% [common stock] 0.0845% [common stock] 0.0430% [common stock] 0.0003% [common stock] 0.0055% [common stock] 0.0172% [common stock] 0.0065% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Tatum, Randy Allen 5765 Milett Rd. Fowleville, MI 48836 Tatum, Scott Edward 3578 Thorn Tree Ct. Ann Arbor, MI 48015 Teal, Christopher J. 150 Boone Rd. Lumberton, NC 28360 Tingblad, Eric D. 10 Ashfield Lane Bella Vista, AR 72715-8901 Tompkins, Jr., Michael Neal 4918 Hardegan St. Indianapolis, IN 46227 Torres, Carlos 13050 Harnose El Paso, TX 79928-5758 Turple, Garry 165 Acadia Mill Dr. Bedord, NS B4A 3Z4 Canada Valdez, Humberto 1604 Palestine Dr. Laredo, TX 78046 Valles, Luis E. 5892 Old Jackson Rd. Forest, MS 39074-8484 Velandingham, Ricky Lee 5902 E. Terrace Ave. Indianpolis, IN 46203 Verberber, Veronika 18 Long Acre Dr. Huntington, NY 11743-3926 Wallen, Ed 3140 Whittington Dr. North Vernon, IN 47265 Welch, Carrol Brook 3705 Brown Station Rd. D Columbia, MO 65202 EAST\168043130.4 Filed 12/08/19 Page 35 of 37 Percentage and Type of Interests Held 0.0192% [common stock] 0.0192% [common stock] 0.0024% [common stock] 0.0093% [common stock] 0.0014% [common stock] 0.0062% [common stock] 0.0962% [common stock] 0.0258% [common stock] 0.0062% [common stock] 0.0859% [common stock] 0.0773% [common stock] 0.0076% [common stock] 0.0069% [common stock] Case 19-12606-KBO Doc 1 Name and Address of Interest Holder Whitaker, Lori 742 Franklin Lakes Blvd. Franklin, IN 46131 White, Brenda 2504 E. Farm Road 71 Mount Pleasant, TX 75455-6921 Wilder, Steven 12240 Bella Terra Center Way, Apt. 4209 Richmond, TX 77406-1654 Williamson, Rachael E. P.O. Box 446 Italy, TX 76651 Word, Edward Foster 1245 Scott Lane Odenton, MD 21113 Wright, Hannah M. 13282 N. Miller Dr. Camby, IN 46113 Zillich, Jason 590 Belmont Acres Cir. Tumbling Shoals, AR 72581 EAST\168043130.4 Filed 12/08/19 Page 36 of 37 Percentage and Type of Interests Held 0.4295% [common stock] 0.0663% [common stock] 0.0014% [common stock] 0.0141% [common stock] 0.0454% [common stock] 0.0230% [common stock] 0.0907% [common stock] Page 37 of 37 Fill in this information to identify the case and this filing: Debtor Name Celadon Group. Inc. United States Bankruptcy Court for the: District Of Delaware (State) Case number (if known): Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual?s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and 3571. - Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct: [i Schedule Assets?Real and Personal Property Of?cial Form El Schedule D: Creditors Who Have Claims Secured by Property (Official Form 2060) Schedule Creditors Who Have Unsecured Claims (Of?cial Form El Schedule G: Executory Contracts and Unexpired Leases (Official Form 2066) El Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-individuals (Of?cial Form 2068um) El Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration List of Equity Security Holders I declare under penalty of perjury that the foregoing is true and correct. Executed on 12/08/2019 (1 Signature of individual signing on behalf of debtor Paul Svindland Printed name Chief Executive Officer Position or relationship to debtor