EXHIBIT 2
JOINT FILING AGREEMENT
THIS AGREEMENT, dated as of October 17, 2002, is made by and between
XXXXX X. XXXXXXXXX and XXXX X. XXXXX (collectively the "Reporting Persons").
WHEREAS, each Reporting Person may be deemed to be a beneficial owner
within the meaning of the Securities Exchange Act of 1934, as amended (the
"Act") for purposes of Section 13(d) of the Act regarding certain securities of
Landair Corporation (the "Company"), a Tennessee corporation; and
WHEREAS, each Reporting Person desires to satisfy any filing
obligations he may have under Section 13(d) of the Act by filing a single joint
Schedule 13D/A to amend their previous individual Schedule 13D filings.
NOW, THEREFORE, in consideration of the mutual promises made herein,
and in consideration of the mutual benefits to be derived therefrom, the
Reporting Persons agree as follows:
1. They shall jointly file a Schedule 13D/A, pursuant to Rule
13d-1(k)(1)(iii) promulgated under the Act relating the common stock of the
Company. The Reporting Persons further agree to file such additional amendments
thereto as may be necessary from time to time unless and until either Reporting
Person shall give written notice to the other that he wishes to make separate
Schedule 13D filings relating to shares of the Company's common stock.
2. Each person on whose behalf the Schedule 13D/A or any subsequent
amendment is filed shall be responsible for the timely filing of such Schedule
13D filings and any amendments thereto necessitated by the actions or intentions
of such person, and each Reporting Person shall be
responsible for the completeness and accuracy of the information pertaining to
him and his actions and intentions.
3. The Reporting Persons designate Xxxxx X. Xxxxxxxxx as the Reporting
Person who shall be authorized to receive all notices and other communications
under this Agreement on behalf of each Reporting Person.
4. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original instrument and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written hereinabove.
/s/ Xxxxx X. Xxxxxxxxx
XXXXX X. XXXXXXXXX
/s/ Xxxx X. Xxxxx
XXXX X. XXXXX
FIRST AMENDMENT TO
JOINT FILING AGREEMENT
THIS AMENDMENT, dated as of December 23, 2002, is made by and among
XXXXX X. XXXXXXXXX ("Xxxxxxxxx"), XXXX X. XXXXX ("Tweed") and LANDAIR
ACQUISITION CORPORATION, a Tennessee corporation (herein "LAC").
RECITALS:
A. Pursuant to Joint Filing Agreement dated October 17, 2002 (the
"Joint Filing Agreement"), Xxxxxxxxx and Tweed have agreed to
jointly file a Schedule 13D/A for the purpose of satisfying
any reporting obligations required under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"),
regarding securities of Landair Corporation, a Tennessee
corporation (the "Company").
X. Xxxxxxxxx and Tweed have now formed LAC for the purpose of
acquiring all outstanding stock of the Company not already
owned by them.
X. Xxxxxxxxx, Tweed and LAC desire that LAC become a party to the
Joint Filing Agreement so that Xxxxxxxxx, Tweed and LAC can
jointly satisfy their reporting obligations under the Act with
respect to shares of the Company.
NOW, THEREFORE, in consideration of the foregoing premises, and in
consideration of the mutual benefits to be derived therefrom, Xxxxxxxxx, Tweed
and LAC do hereby agree as follows:
1. LAC hereby accepts and agrees to perform the obligations of a
Reporting Person under the Act and agrees to participate jointly with Xxxxxxxxx
and Tweed in fulfilling such obligations from time to time.
2. Xxxxxxxxx, Tweed and LAC agree with each other to make such joint
filings to Schedule 13D/A, as previously filed by Xxxxxxxxx and Tweed, and to
file such additional amendments thereto as may be necessary from time to time
unless and until Xxxxxxxxx, Tweed or LAC shall give
written notice to the other parties that he or it wishes to make separate
Schedule 13D filings relating to shares of the Company's common stock.
3. Xxxxxxxxx, Tweed and LAC shall be responsible for the timely filing
of such Schedule 13D filings and any amendments thereto necessitated by their
respective actions or intentions, and Xxxxxxxxx, Tweed and LAC shall be
responsible for the completeness and accuracy of the information pertaining to
them individually.
4. The parties hereby designate Xxxxx X. Xxxxxxxxx as the Reporting
Person who shall be authorized to receive all notices and other communications
under this Agreement on behalf of Xxxxxxxxx, Tweed and LAC.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original instrument and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written hereinabove.
/s/ Xxxxx X. Xxxxxxxxx
XXXXX X. XXXXXXXXX
/s/ Xxxx X. Xxxxx
XXXX X. XXXXX
LANDAIR ACQUISITION
CORPORATION
By: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx
President
