FORWARD AIR CORP
MODIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g77362exv10w1.txt
<DESCRIPTION>MODIFICATION AGREEMENT
<TEXT>
<PAGE>


                                                                    Exhibit 10.1

                             MODIFICATION AGREEMENT

           THIS MODIFICATION AGREEMENT (the "Modification") is made and entered
as of the 18th day of June, 2002, by and among FORWARD AIR CORPORATION, a
Tennessee corporation with principal offices in Greeneville, Tennessee (the
"Borrower"); FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking
association with offices in Greeneville, Tennessee (the "Lender"); and FAF,
INC., FORWARD AIR, INC., and TRANSPORTATION PROPERTIES, INC., each a Tennessee
corporation (collectively the "Guarantors").

                                    RECITALS:

           The Borrower is indebted to the Lender pursuant to a Master Secured
Promissory Note (Line of Credit) dated September 10, 1998 in the principal
amount of up to $20,000,000 (as the same may be amended from time to time, the
"Line of Credit Note"). The Line of Credit Note and a Secured Promissory Note
dated September 10, 1998, executed by the Borrower (the "Equipment Note") were
issued pursuant to the terms of an Amended and Restated Loan and Security
Agreement (the "Loan Agreement") dated as of September 10, 1998 between the
Borrower and the Lender. The Equipment Note and the Line of Credit Note have
been secured by, among other things, a Guaranty Agreement from the Guarantors
for the benefit of the Lender dated as of September 10, 1998 (the "Guaranty"),
and a Pledge and Security Agreement dated as of September 10, 1998, by the
Borrower and the Lender (the "Pledge Agreement"), in which the Borrower as
Pledgor pledges all of the stock of Forward Air Royalty Company, Forward Air
International Airlines, Inc., Transportation Properties (Texas), Inc., and
Forward Air Licensing Company, wholly owned subsidiaries of the Borrower
(collectively the "Pledged Stock"). The Lender and the Guarantors have entered
into a Security Agreement, dated as of September 10, 1998 (the "Security
Agreement"), in which the Guarantors pledge to the Lender a security interest in
certain Collateral, as defined in Article I of the Security Agreement, to secure
the Guaranteed Obligations of the Guarantors under the Guaranty, as defined in
the Guaranty.

           The Equipment Note has been paid in full.

           The Line of Credit Note provides that the Maturity Date of the Line
of Credit Note is September 10, 2000 ("Maturity Date"). The Maturity Date was
extended to April 30, 2001 by the terms of a letter, dated March 1, 2000, from
the Lender to the Borrower (the "First Extension Letter"). The Maturity Date was
extended again from April 30, 2001 to April 30, 2002 by the terms of a letter,
dated September 10, 2000, from the Lender to the Borrower and accepted by the
Borrower on September 10, 2000 (the "Second Extension Letter").

           The parties now desire to modify the Loan Agreement and the Line of
Credit Note, as modified by the First Extension Letter and the Second Extension
Letter, to: (i) extend the maturity date of the Line of Credit Note; (ii) amend
and replace Section 8.16 of the Loan

<PAGE>

Agreement; and (iii) release certain collateral securing the Line of Credit;
subject to the terms and conditions of this Agreement;

           NOW, THEREFORE, in consideration of the foregoing, the Line of Credit
extended pursuant to the terms of the Loan Agreement, the agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

           1. Amendment of Line of Credit Note. The Maturity Date of the Line of
Credit Note is extended and changed to April 30, 2004, and accordingly, the
Maturity Date of the first paragraph of the Line of Credit Note, of the First
Extension Letter and the Second Extension Letter are hereby amended to be April
30, 2004.

           2. Debt to Worth Ratio. Section 8.16 of the Loan Agreement is hereby
amended in its entirety to state as follows:

              Borrower shall maintain as of the end of each fiscal quarter a
           Debt to Worth Ratio of not more than: (i) 2.5 to 1.0 for the period
           from January 1, 2003 until December 31, 2003, and (ii) 2.0 to 1.0
           thereafter.

           3. Release of Borrower's Personal Property, Pledged Stock and Pledged
Notes. Article V of the Loan Agreement is hereby modified to delete Section
5.1(a) Personal Property and 5.1(d) Pledge and Security Agreement, releasing the
following collateral which secures the Equipment Loan and the Line of Credit:

              (a)       the Personal Property of the Borrower, described in
                        Section 5.1(a) of the Loan Agreement;

              (b)       the Pledged Stock; and

              (c)       the promissory note in the principal amount of
                        $35,000,000, dated September 10, 1998 from Forward Air,
                        Inc. to the Borrower; the promissory note in the
                        principal amount of $35,000,000, dated September 10,
                        1998 from Transportation Properties, Inc. to the
                        Borrower; and the promissory note in the principal
                        amount of $35,000,000, dated September 10, 1998 from
                        FAF, Inc. to the Borrower as assigned to the Lender by
                        Allonge of even date; all collectively referred to as
                        the "Pledged Notes."

Upon execution of this Modification, the Lender agrees to:

              (i)       release UCC financing statement number 930156905, filed
                        with the Tennessee Secretary of State on January 21,
                        1993, as amended; UCC financing statement number
                        AP0090764, filed on October 14, 1998, with the Ohio
                        Secretary of State; and UCC financing statement number
                        199810190266197, filed on October 19, 1998, with the
                        Franklin County Recorder, Franklin County, Ohio;



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              (ii)      deliver to the Borrower all of the Pledged Stock; and

              (iii)     deliver to the Borrower all of the Pledged Notes.

           4. Release of Guarantors' Collateral. The Security Agreement is
hereby terminated and all of the following Collateral therein is released:

              (a)       Accounts Receivable/General Intangibles of the
                        Guarantors;

              (b)       Equipment of the Guarantors; and

              (c)       any substitutions or replacements thereof, and any
                        products and proceeds thereof, including without
                        limitation insurance proceeds.

           Upon execution of this Modification, the Lender agrees to release the
following UCC financing statements with Forward Air, Inc. as the debtor: (i)
financing statement number 950389736, filed on January 18, 1995, with the
Tennessee Secretary of State, as amended; (ii) financing statement number
AP0090765, filed on October 14, 1998, with the Ohio Secretary of State; (iii)
financing statement number 199810190266199, filed on October 19, 1998, with the
Franklin County Recorder, Franklin County, Ohio.

           Upon execution of this Modification, the Lender agrees to release the
following UCC financing statements with FAF, Inc. as the debtor: (i) financing
statement number 982085277, filed on October 9, 1998, with the Tennessee
Secretary of State; (ii) financing statement number AP0090763, filed on October
14, 1998, with the Ohio Secretary of State; (iii) financing statement number
199810190266195, filed on October 19, 1998, with the Franklin County Recorder,
Franklin County, Ohio.

           Upon execution of this Modification, the Lender agrees to release the
following UCC financing statements with Transportation Properties, Inc. as the
debtor: (i) financing statement number 982085276, filed on October 9, 1998, with
the Tennessee Secretary of State; (ii) financing statement number AP0090762,
filed on October 14, 1998, with the Ohio Secretary of State; (iii) financing
statement number 199810190266191, filed on October 19, 1998, with the Franklin
County Recorder, Franklin County, Ohio.

           5. No Release or Novation.

              (a) Other than as provided herein, this Modification does not
constitute a discharge or novation of the Line of Credit Note or the Loan
Agreement, and the Line of Credit Note, the Loan Agreement, the Guaranty and any
other documents executed in connection with the obligations of Borrower under
the Loan Agreement, as herein modified, shall continue in full force and effect
and shall be fully binding upon all parties hereto. The liens of the Loan
Agreement and any other documents providing security for Borrower's obligations
under the Loan Agreement and the Line of Credit Note shall continue as before
the execution of this Modification and the security provided thereby shall
remain in full force and effect.



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<PAGE>

              (b) Nothing herein contained shall be deemed to release the
Guarantors of their guaranty of the indebtedness of Borrower to Lender and the
Guarantors shall continue to be liable for the payment of such indebtedness as
specified in the Guaranty.

           6. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns.

           7. Representations and Warranties; Default. All of the respective
representations and warranties of the Borrower and Guarantors outlined in the
Loan Agreement, with regard to the Borrower, and the Guaranty Agreements, with
regard to the Guarantors, are true and correct as of the date hereof. No Event
of Default has occurred under the Loan Documents (as such term is defined in the
Loan Agreement).

           8. Governing Law. This Agreement and all other instruments referred
to herein shall be governed by, and shall be construed according to, the laws of
the State of Tennessee.

           9. Severability. In the event that any clause or  provision of this
Modification shall be held to be invalid by any court of competent jurisdiction,
the invalidity of such clause or provision shall not affect any of the remaining
provisions of this Modification.




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<PAGE>

           IN WITNESS WHEREOF, the parties have caused this Modification to be
executed as of the date first above written.

                        BORROWER:

                        By: /s/ Andrew C. Clarke
                            ----------------------------------------------------
                        Name: Andrew C. Clarke
                              --------------------------------------------------
                        Title: Chief Financial Officer and Senior Vice President
                               -------------------------------------------------

                        GUARANTORS:

                        FORWARD AIR, INC.

                        By: /s/ Andrew C. Clarke
                            ----------------------------------------------------
                        Name: Andrew C. Clarke
                              --------------------------------------------------
                        Title: Chief Financial Officer and Senior Vice President
                               -------------------------------------------------

                        FAF, INC.

                        By: /s/ Andrew C. Clarke
                            ----------------------------------------------------
                        Name: Andrew C. Clarke
                              --------------------------------------------------
                        Title: Chief Financial Officer and Senior Vice President
                               -------------------------------------------------

                        TRANSPORTATION PROPERTIES, INC.

                        By: /s/ Andrew C. Clarke
                            ----------------------------------------------------
                        Name: Andrew C. Clarke
                              --------------------------------------------------
                        Title: Treasurer
                               -------------------------------------------------


                        LENDER:

                        FIRST TENNESSEE BANK NATIONAL ASSOCIATION

                        By: /s/ Steven D. Mears
                            ----------------------------------------------------
                        Name: Steven D. Mears
                              --------------------------------------------------
                        Title: Senior Vice President
                               -------------------------------------------------




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</DOCUMENT>
