Exhibit 10.18
AMENDMENT TO MOTOR TRANSPORTATION CONTRACT
This Amendment to Motor Transportation Contract "the Amendment" is entered
into this 30th day of January, 2006 by and between AMERICAN HONDA MOTOR CO.,
INC. ("Shipper") and ALLIED SYSTEMS, LTD. ("Carrier").
WHEREAS, Shipper and Carrier are parties to that certain Motor
Transportation Contract dated April 1, 2002 (as amended, the "Agreement").
Capitalized terms used but not defined herein have the meanings set forth in the
Agreement.
WHEREAS, Shipper and Carrier desire to amend certain terms of the Agreement
as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual promises contained in this
Amendment and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Shipper and Carrier agree as follows:
1. EFFECTIVE DATE AND DURATION. Section 2 of the Agreement is hereby
amended in its entirety to read as follows:
"This Contract shall terminate as of March 31, 2009. The term shall
automatically be extended for successive periods of one (1) year until
terminated by either party upon not less than sixty (60) days prior to
the expiration of the then current term."
2. RATE MODIFICATION EFFECTIVE APRIL 1, 2006. Section 4 of the Agreement
is hereby amended to add the following to the end of the first
sentence of Section 4:
"..., provided that the schedule of rates and charges as set forth in
the Appendix attached to the Agreement shall be amended in order to
provide that all rates and charges charged by Carrier to Shipper for
transportation services herein shall be increased by ___% effective
April 1, 2006. From April 1, 2007 through March 31, 2008, the
applicable rates and charges for transportation services provided by
Carrier will be further increased by ___%. From April 1, 2008 through
the remaining term of the Agreement, the applicable rates and charges
for transportation services provided by Carrier will be further
increased by ___%. The above increases shall apply to all rates and
charges for services however characterized under this Agreement but
shall not apply to any fuel surcharge payments provided for in the
Agreement."
3. SECTION 18. A new Section 18 is hereby added to the Agreement:
"18. Fuel Surcharge Provision. Shipper will provide Carrier with fuel
surcharge payments based on an average of the price of West Texas
Crude Intermediate on a quarterly basis. Our current fuel surcharge is
__%. Using the average of the price of West Texas Crude Intermediate
for the previous quarter, the surcharge will be adjusted +/- depending
on the direction of the average price. For every ($___) change in the
price of West Texas Crude, the fuel surcharge will be adjusted +/-
(__%) percent.
4. SECTION 19. A new Section 19 is hereby added to the Agreement:
"19. Additional Provision. On each anniversary of the Effective Date
of the Agreement, Shipper and Carrier will consider whether the size
and weight of vehicles transported by Carrier for Shipper under the
Agreement has resulted in a reduction in the number of units which
Carrier transports per loaded vehicle for Shipper, and if such change
causes a material adverse effect upon Carrier, then the parties shall
negotiate in good faith to modify the rates to account for the
reduction in units transported per loaded vehicle.
5. AGREEMENT CONTINUES. The terms and provisions of this Amendment amend,
add to, and constitute part of the Agreement, and this Amendment and
the Agreement shall be read as one document. Except as expressly
modified and amended by the terms of this Amendment, all of the terms
and conditions of the Agreement remain in full force and effect, and
are ratified, reaffirmed, confirmed and approved. If there is an
express conflict between the terms of this Amendment and the terms of
the Agreement, the terms of this Amendment shall govern.
6. COUNTERPARTS. This Amendment may be executed by the parties in
separate counterparts, each of which when executed and delivered shall
be deemed an original, but all such counterparts will together
constitute one and the same instrument. All signatures of any party
may be transmitted by facsimile, and a facsimile will for all purposes
be deemed to be the original signature of the person it reproduces,
and will be binding upon that person and upon the party on whose
behalf that person signed.
7. CONDITIONS TO EFFECTIVENESS. This Amendment will only become effective
after the entry of an order in the Bankruptcy Court for the Northern
District of Georgia authorizing Carrier to enter into this Amendment
and providing for Carrier's assumption of the Agreement.
8. EQUIPMENT AND DRIVERS. Carrier agrees to provide adequate drivers and
equipment to transport American Honda Motor Co., Inc. products in
compliance with our AGREED Performance Excellence Standards of 80% or
better on time performance as set forth in the Agreement.
9. EQUIPMENT CONDITION. Carrier agrees to use due diligence in
maintaining and upgrading equipment to provide dependable and
serviceable equipment to protect American Honda Motor Co., Inc.
product from damage. Carrier further agrees to provide an increased
fleet of equipment to protect American Honda Motor Co., Inc. growth.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective representatives the day and year first above written.
"SHIPPER" "CARRIER"
AMERICAN HONDA MOTOR CO. INC. ALLIED SYSTEMS, LTD.
BY: BY:
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Its: Its:
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