EXHIBIT 10.19
SECOND AMENDMENT
to the
TRANSITION SERVICES AGREEMENT
Between
FORWARD AIR CORPORATION
f/k/a Landair Services, Inc.
and
LANDAIR CORPORATION
This Second Amendment to the Transition Services Agreement (this
"Agreement"), dated as of December 31, 2001, is made and entered into by and
between FORWARD AIR CORPORATION ("Forward Air"), a Tennessee corporation and
LANDAIR CORPORATION ("Landair"), a Tennessee corporation.
WHEREAS, Forward Air and Landair entered into that certain Transition
Services Agreement, dated as of September 18, 1998 (the "Original Agreement"),
which provided for, among other things, the continued provision of services by
the parties to the Original Agreement;
WHEREAS, Forward Air and Landair entered into that certain First
Amendment to the Original Agreement dated as of February 4, 2000, the Original
Agreement and the First Amendment shall collectively be referred to as the
"Amended Agreement";
WHEREAS, the parties over time have agreed to continue certain services
and to terminate certain services and, in connection with the continuation of
any services as well as the termination of future services the parties wish to
specifically provide for the terms and conditions and the allocation of certain
costs in connection with the continuation of and the termination of certain
services under the Amended Agreement as such agreement is further amended by
this Agreement; and
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WHEREAS, the parties now desire to amend the Amended Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter expressed, and subject to the satisfaction or waiver of
the conditions hereof, the parties hereto agree as follows:
1. Continuation of Certain Services. The parties understand and agree to
continue the joint services set forth on Attachment A to this Agreement for a
period ending December 31, 2002.
2. Resolution of Ownership Issues. In order to resolve any issues as to
the ownership of certain assets, the parties agree to the ownership designation
of the specific assets set forth on Attachment B.
3. Existing System Data. The parties agree that the Landair data
described on Attachment C which prior to the effective date of this Agreement
resided on the AS400, and in various storage files, has been removed by Landair.
Subsequent to December 31, 2001, the parties agree that in the event Landair has
a need for assistance from Forward Air, which need may include, but not be
limited to reloading of historical data and systems support, Forward Air agrees
to work with Landair to reload such data and to provide the information on
reports required by Landair; provided, however, Forward Air shall not be
required to disrupt its own operations and Landair shall pay Forward Air for
such assistance at a rate of $100 per hour. The parties further agree that the
Landair data set forth on Attachment D shall remain on the Forward Air AS400 for
the periods set forth on Attachment D. Should requests for data retrieval
subsequent to the time periods set forth on Attachment D be made subsequent to
December 31, 2001, the time required by Forward Air personnel shall be billed at
the rate set forth above. Landair understands that the continued use of or
access to Forward Air systems is not a guarantee of service by Forward Air and,
as more completely described in the Original Agreement, that Forward Air shall
have no liability in the event that Forward Air shall fail or that such failure
shall cause damage or injury to Landair, its systems or its employees.
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4. Emergency Generator. The parties agree that the existing emergency
generator owned by Landair shall continue to provide emergency backup services
to operations at the Greeneville facility. The parties further agree that the
ongoing maintenance and support of the generator shall be paid on a 50/50 basis.
Forward Air understands that the generator is an emergency backup system and
that the use of its services is not a guarantee of service by Landair and, as
more completely described in the Original Agreement, that Landair shall have no
liability in the event the generator shall fail or shall cause damage or injury
to Forward Air, its systems or its employees.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
FORWARD AIR CORPORATION
By: /s/ Andrew C. Clarke
--------------------------
Title: Chief Financial Officer
-----------------------
LANDAIR CORPORATION
By: /s/ Andrew J. Mantey
--------------------------
Title: Chief Financial Officer
-----------------------
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ATTACHMENT A
December 31, 2001
FORWARD AIR
Service Allocation Methodology
------- ----------------------
Legal 50% to Landair and Forward Air
General Administration Services
(as identified on Exhibit A-1) See Exhibit A-1
Corporate Headquarters
Leasehold Improvements(1) 50% to Landair and Forward Air
Information Technology Services
(as identified on Exhibit A-2) See Exhibit A-2
Receptionist $1,200 per month expense to
Landair through March 31, 2002;
$600 per month expense to Landair
after April 1, 2002
LANDAIR
Service Allocation Methodology
------- ----------------------
Insurance Claims Handling As per Original Agreement
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(1) Any future leasehold improvement must be agreed to by both parties.
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EXHIBIT A-1
GENERAL ADMINISTRATIVE SERVICES
Debbie Oldenberg Secretary to Chairman
Usual and Customary
Maintenance Personnel Not to exceed $1,350 per month
without mutual agreement.
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EXHIBIT A-2
INFORMATION TECHNOLOGY SERVICES
SERVICES PROVIDED BY LANDAIR
UPS Battery Backup
Generator
SERVICES PROVIDED BY FORWARD AIR
Imaging System Access Through June 30, 2002
UPS Battery Backup
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ATTACHMENT B
Ownership of Assets
December 31, 2001
FORWARD AIR
Asset Description Owner
----------------- -----
All IBM AS400 hardware and Forward Air
related hardware components
Lucent Telephone System installed in Forward Air
Greeneville headquarters
(IL #024 144 5949) prior to
November 2001 (except handsets and
headsets assigned to Landair employees)
IBM Imaging Software Forward Air
IBM Operating Software/License Forward Air
Trucom Software Forward Air
Fast Fax Software Forward Air
Option Management Software Forward Air
Preminos EDI Software Forward Air
CBS Software License ("Software 96") Forward Air
Rand McNally Forward Air
UPS Battery Backup Forward Air
LANDAIR
Asset Description Owner
----------------- -----
Lucent Telephone System in Landair
Greeneville (IL # 022 382 5225)
Emergency power generator Landair
CBS Software License ("Software 96") Landair
UPS Battery Backup Landair
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ATTACHMENT C
EXISTING SYSTEM DATA
LANDAIR DATA REMOVED
Description Periods
----------- -------
Financial and Operating Data 1997 thru 2001
Images of scanned documents 1997 thru November 30, 2001
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ATTACHMENT D
LANDAIR DATA STILL ACTIVE
Description Data Periods Data Available to Landair
----------- ------------ -------------------------
Claims data 1996 thru March 31, 2001 Thru March 31, 2005(2)
Images scanned 1997 thru November 30, 2001 Thru June 30, 2002
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(2) Forward Air shall be entitled to download and deliver data (along with a
copy of the software and any system reports requested by Landair) in the event
Forward Air elects to discontinue use of the claims software prior to the agreed
date.
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