Exhibit 10.19



SECOND AMENDMENT TO FORBEARANCE AGREEMENT



        THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "Agreement") is made and entered into as of this 10th day of January, 2001, among THE CIT GROUP/BUSINESS
CREDIT, INC., a New York corporation in its capacity as Agent and Lender ("Agent"), each of the financial institutions party to the Loan Agreement (each is referred to herein as a "Lender") and collectively as the "Lenders"), TRISM, INC., 
a Delaware corporation ("Trism"), TRISM SECURED TRANSPORTATION, INC., a Delaware corporation ("Trism Secured"), TRI-STATE MOTOR TRANSIT CO., a Delaware corporation ("TSMT"), DIABLO SYSTEMS INCORPORATED D/B/A DIABLO TRANSPORTATION, INC., a
California corporation ("Diablo"), TRISM EASTERN, INC. D/B/A C.I. WHITTEN TRANSFER, a Delaware corporation ("CI Whitten"), TRISM HEAVY HAUL, INC., a Delaware corporation ("Heavy Haul"), TRISM SPECIALIZED CARRIERS, INC., a Georgia
corporation ("Specialized"), TRISM SPECIAL SERVICES, INC., a Georgia corporation ("Special Services"), TRISM LOGISTICS, INC., a Delaware corporation ("Logistics"), TRISM EQUIPMENT, INC., a Delaware corporation ("TEI")
(each of Trism, Trism Secured, TSMT, Diablo, CI Whitten, Heavy Haul, Specialized, Special Services, Logistics and TEI is herein referred to individually as a "Borrower" and collectively as the "Borrowers"), AERO BODY AND TRUCK EQUIPMENT, INC., a Delaware corporation ("Aero Body"), E.L. POWELL & SONS TRUCKING CO., INC., an Oklahoma corporation ("EL Powell"), TRISM
TRANSPORT, INC., a Delaware corporation ("Transport"), and TRISM TRANSPORT SERVICES, INC. ("Transport Services") (each of Aero Body, EL Powell, Transport and Transport Services is individually referred to herein as a "Guarantor" and
collectively as the "Guarantors").



W I T N E S S E T H:



        WHEREAS, Borrowers, Guarantors, Agent and Lenders are party to that certain Forbearance Agreement, dated as of November 8, 2000 (as the same may be amended from time to time, the "
Forbearance Agreement;" all capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Forbearance Agreement); and

        WHEREAS, Agent, Lenders, Borrowers and Guarantors desire to amend the Forbearance Agreement as set forth herein.

        NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:




	Amendments to the Forbearance Agreement.  Paragraph 2 of the Forbearance Agreement is hereby amended by deleting therefrom the reference to the date "January 10, 2001" and inserting in lieu thereof the date "January 31, 2001."



	Representations, Warranties, Covenants and Acknowledgments.  To induce Agent and Lenders to enter into this Agreement: 



	Each Borrower and Guarantor does hereby represent and warrant that (i) as of the date hereof, all of the representations and warranties made or deemed to be made under the Forbearance Agreement and the other Loan Documents are true
and correct, (ii) as of the date hereof, after giving effect to the terms hereof, there exists no (A) default or breach of the Forbearance Agreement or (B) Default or Event of Default under the Loan Agreement or any of the Loan Documents, (iii) such
Borrower and Guarantor has the power and is duly authorized to enter into, deliver and perform this Agreement, and (iv) this Agreement and each of the Forbearance Agreement and the other Loan Documents is the legal, valid and binding obligation of the
such Borrower and Guarantor enforceable against it in accordance with its terms; and


	Each Borrower and Guarantor does hereby reaffirm each of the agreements, covenants, and undertakings set forth in the Forbearance Agreement and each and every other Loan Document executed in connection therewith or pursuant thereto
as if such Borrower or Guarantor were making said agreements, covenants and undertakings on the date hereof; and


	Each Borrower and Guarantor does hereby acknowledge and agree that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower or Guarantor against Agent or any Lender exists arising out
of or with respect to (i) the Secured Obligations, this Agreement, the Forbearance Agreement, the Loan Agreement or any of the other Loan Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing or
(iii) the administration or funding of the Revolving Credit Loans. 


	Releases; Indemnities. 



	In further consideration of Agent's and each Lender's execution of this Agreement, each Borrower and each Guarantor, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such
Borrower or Guarantor and any debtor-in-possession with respect to such Borrower or Guarantor), assigns, subsidiaries and Affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries,
Affiliates, officers, employees, directors, agents and attorneys (collectively, the "Releasees") from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity)
and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, "Claims") that such Borrower or Guarantor may have against the Releasees which arise from or
relate to any actions which the Releasees may have taken or omitted to take in connection with the Forbearance Agreement or other Loan Documents prior to the date this Agreement was executed including without limitation with respect to the Secured
Obligations, any Collateral, the Loan Agreement, the Forbearance Agreement, any other Loan Document and any third parties liable in whole or in part for the Secured Obligations.  This provision shall survive and continue in full force and effect whether
or not such Borrower or Guarantor shall satisfy all other provisions of this Agreement, the Forbearance Agreement, the Loan Documents or the Loan Agreement including payment in full of all Secured Obligations.


	Each Borrower hereby agrees that its obligation to indemnify and hold the Releasees harmless as set forth in Section 3(a) above shall include an obligation to indemnify and hold the Releasees harmless with respect to any and all
liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from
or relating to any proceeding by, or on behalf of any Person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of such Borrower or Guarantor any subsidiary or Affiliate of such Borrower, such
Guarantor whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance,
administration and enforcement of this Agreement or any other document executed in connection herewith.  The foregoing indemnity shall survive the payment in full of the Secured Obligations and the termination of this Agreement, the Forbearance Agreement,
the Loan Agreement and the other Loan Documents


	Conditions Precedent.  The effectiveness of this Agreement is subject to the following conditions precedent:



	Delivery of Documents.  Borrowers and Guarantors shall have delivered to Agent, on behalf of Lenders, all in form and substance acceptable to Agent in its sole discretion, (i) executed counterpart originals of this
Agreement, and (ii) such other documentation as Agent may reasonably require in connection herewith; and 


	Accuracy of Representations and Warranties.  All of the representations and warranties made or deemed to be made in this Agreement and under the  Forbearance Agreement and the other Loan Documents shall be true and correct
as of the date of this Agreement, except such representations and warranties which, by their terms, are applicable to a prior specific date or period; and


	Expenses.  Borrowers and Guarantors shall have agreed to jointly and severally pay to Agent the costs and expenses referred to in Section 6 hereof.


	Effect of this Agreement; Relationship of Parties.  As expressly amended hereby, the Forbearance Agreement and the other Loan Documents shall be and remain in full force and effect as originally written, and shall constitute
the legal, valid, binding and enforceable obligations of Borrowers and Guarantors to Agent and Lenders.  The relationship of Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, has been and shall continue to be, at all
times, that of creditor and debtor and not as joint venturers or partners.  Nothing contained in this Agreement, any instrument, document or agreement delivered in connection herewith or in the Forbearance Agreement, the Loan Agreement or any of the other
Loan Documents shall be deemed or construed to create a fiduciary relationship between or among the parties.


	Expenses.  Borrowers and Guarantors agree to jointly and severally pay on demand all reasonable costs and expenses of Agent and Lenders in connection with the preparation, execution, delivery and enforcement of this
Agreement and all other documents and any other transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to Agent and Lenders.  Borrowers authorize Agent  to charge the foregoing
expenses to the Borrowers' loan account by increasing the principal amount of the Revolving Credit Loans by the amount of such expenses owed by Borrowers in connection herewith.


	Miscellaneous.  Borrowers and Guarantors agree to take such further action as Agent or any Lender shall reasonably request in connection herewith to evidence the amendments herein contained to the Forbearance Agreement.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.  This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.  This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Georgia.  This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties
with respect to the subject matter hereof, except the agreements embodied in the Forbearance Agreement, the Loan Agreement and the other Loan documents (as modified herein). Time is of the essence of this Agreement and of the Forbearance Agreement and the
Loan Agreement.



 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 



IN WITNESS WHEREOF, Borrowers, Guarantors, Lenders and Agent have caused this Agreement to be duly executed as of the date first above written.

 

 

BORROWERS:

 

TRISM, INC.


 

By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

 

TRISM SECURED TRANSPORTATION, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRI-STATE MOTOR TRANSIT CO.

By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

DIABLO SYSTEMS INCORPORATED, D/B/A 

DIABLO TRANSPORTATION, INC.

By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM EASTERN, INC., D/B/A C. I. WHITTEN TRANSFER


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM HEAVY HAUL, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM SPECIALIZED CARRIERS, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM SPECIAL SERVICES, INC.

By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM LOGISTICS, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM EQUIPMENT, INC.

By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

GUARANTORS:


 

AERO BODY AND TRUCK EQUIPMENT, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

E.L. POWELL & SONS TRUCKING, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM TRANSPORT, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

TRISM TRANSPORT SERVICES, INC.


By:____________________________________

Name: Ralph Nelson

Title: Senior Vice President and General Counsel

 

 

LENDERS:

 

FLEET CAPITAL CORPORATION


 

By:________________________________

Name:

Title:

 


THE CIT GROUP/BUSINESS CREDIT, INC.


By:________________________________

Name:

Title:

 

AGENT:

 


THE CIT GROUP/BUSINESS CREDIT, INC.


By:________________________________

Name:

Title: