EXHIBIT 2.2Registration Rights Agreement • July 15th, 1998 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
VOTING AGREEMENTVoting Agreement • October 27th, 2005 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
EXHIBIT 4.1 AMENDMENT NO. 5 TO RIGHTS AGREEMENT This Amendment No. 5 to Rights Agreement is entered into effective October 26, 2005 by and between Transport Corporation of America, Inc., a Minnesota corporation (the "Company") and LaSalle Bank...Rights Agreement • October 27th, 2005 • Transport Corporation of America Inc • Trucking (no local)
RECITALS:Termination Agreement • March 18th, 2004 • Transport Corporation of America Inc • Trucking (no local)
CONFORMED COPY U.S. $100,000,000 CREDIT AGREEMENTCredit Agreement • November 23rd, 1998 • Transport Corporation of America Inc • Trucking (no local) • Illinois
DATED AS OFCredit Agreement • November 14th, 2001 • Transport Corporation of America Inc • Trucking (no local) • Illinois
VOTING AGREEMENTVoting Agreement • October 27th, 2005 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 2nd, 2000 • Transport Corporation of America Inc • Trucking (no local) • Delaware
EXHIBIT 10.1 FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is made and entered into by and between Transport Corporation of America, Inc., a Minnesota corporation with its principal offices at 1769 Yankee Doodle Road, Eagan, Minnesota...Change in Control Severance Agreement • November 15th, 1999 • Transport Corporation of America Inc • Trucking (no local)
and NORWEST BANK MINNESOTA, N.A. Rights AgentRights Agreement • February 27th, 1997 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
Exhibit 10.8 December 31, 2001 Mr. Keith R. Klein Chief Financial Officer Transport Corporation of America, Inc. 1769 Yankee Doodle Road Eagan, MN 55121 RE: Supplement to (a) Employment Offer dated July 1, 1999 (the "Employment Offer"), (b) Change of...Change of Control Severance Agreement • April 1st, 2002 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
RECITALSIndependent Contractor Agreement • March 31st, 1997 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
RECITALSSeverance Agreement • March 18th, 2004 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
EXHIBIT 1Rights Agreement • January 21st, 2000 • Transport Corporation of America Inc • Trucking (no local)
EXHIBIT 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS AMENDMENT amends that certain Credit Agreement dated as of May 15, 1997 (the "AGREEMENT"), by and between Transport Corporation of America, Inc., a Minnesota corporation ("BORROWER") and Firstar...Credit Agreement • August 13th, 1998 • Transport Corporation of America Inc • Trucking (no local)
EXHIBIT 2.1Stock Purchase Agreement • July 15th, 1998 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER _________________________________Merger Agreement • October 27th, 2005 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
BYLAWS OFBylaws • July 15th, 1998 • Transport Corporation of America Inc • Trucking (no local)
MANAGEMENT UNIT SUBSCRIPTION AGREEMENTManagement Unit Subscription Agreement • January 10th, 2006 • Transport Corporation of America Inc • Trucking (no local) • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 6, 2006, by and among Transport Investors, LLC, a Delaware limited liability company (“Investors”), and (the “Executive”).
MASTER LEASEMaster Lease • August 13th, 1999 • Transport Corporation of America Inc • Trucking (no local) • Illinois
THIS LEASE IS SUPERIOR TO A MORTGAGE IN FAVOR OF ABN AMRO BANK N.V., AS AGENT (THE "AGENT") UNDER THE PARTICIPATION AGREEMENT DATED AS OF APRIL 9, 1999, BETWEEN THE LESSOR AND THE AGENT FOR THE BENEFIT OF THE PARTICIPANTS. THIS LEASE HAS BEEN EXECUTED IN COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO LIEN ON THIS LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE AGENT ON THE SIGNATURE PAGE HEREOF.
ContractStock Option Agreement • September 6th, 2002 • Transport Corporation of America Inc • Trucking (no local)
EXHIBIT 4.1 TRANSPORT CORPORATION OF AMERICA, INC. NON-PLAN NON-QUALIFIED STOCK OPTION AGREEMENT THIS OPTION AGREEMENT is made as of the 12th day of November, 2001 between TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (the “Company”), and Michael J. Paxton, an employee of the Company or one or more of its subsidiaries (the “Optionee”). WHEREAS, the Company desires to afford the Optionee an opportunity to purchase shares of its Common Stock, $.01 par value (the “Common Stock”), as hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby agree, as follows: 1. Grant of Option. The Company hereby grants to the Optionee the right and Option (hereinafter called the “Option”) to purchase from the Company all or any part of an aggregate amount of 128,501 shares of the Common Stock of the Company on the terms and conditions herein set fort
ContractSeverance Agreement • March 25th, 2003 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
TRANSPORT CORPORATION OF AMERICA, INC. 1715 Yankee Doodle Road Eagan, MN 55121 October 17, 2002 Mr. Jeffrey P. Vandercook 3668 Ashbury Road Eagan, MN 55122 Dear Jeff: This letter describes the agreement by and among you and Transport America regarding (a) your termination as Vice President of Operations at Transport Corporation of America, Inc., and (b) your release of any claims you may have against Transport America. You have also agreed to certain confidentiality restrictions that are reflected in this letter as well. The term “Transport America” as used in this Agreement means Transport Corporation of America, Inc., its subsidiaries and respective officers and directors. If, after reading this letter, you feel there is any discrepancy between our conversations and the content of this letter, please contact Karen Vesovich, Director of Human Resources. 1. Departure from Employment. The parties agree that your employment relationship with Transport America shall end effective Octobe
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • July 22nd, 2004 • Transport Corporation of America Inc • Trucking (no local)
This Amendment No. 4 to Rights Agreement is entered into effective this 21st day of July 2004 by and between Transport Corporation of America, Inc., a Minnesota corporation (the “Company”) and LaSalle Bank National Association, (the “Rights Agent”).
TRANSPORT CORPORATION OF AMERICA, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 3rd, 2005 • Transport Corporation of America Inc • Trucking (no local)
THIS OPTION AGREEMENT is made as of the ____ day of _________, _______ between TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (the “Company”), and _______________, an employee of the Company or one or more of its subsidiaries (the “Optionee”).
ContractSeverance Agreement • November 13th, 2002 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
TRANSPORT CORPORATION OF AMERICA, INC. 1715 Yankee Doodle Road Eagan, MN 55121 July 29, 2002 Mr. Robert C. Stone 6443 Orchard Avenue North Brooklyn Center, Minnesota 55429 Dear Bob: This letter describes the agreement by and among you and Transport America regarding (a) your termination as Vice President of Fleet Services of Transport Corporation of America, Inc. due to a reorganization of Transport America’s management team and the elimination of your position, and (b) your release of any claims you may have against Transport America. You have also agreed to certain confidentiality restrictions that are reflected in this letter as well. The term “Transport America” as used in this Agreement means Transport Corporation of America, Inc., its subsidiaries and respective officers and directors. If, after reading this letter, you feel there is any discrepancy between our conversations and the content of this letter, please contact Karen Vesovich, Director of Human Resources
EXHIBIT 10.5 AGREEMENT TO TERMINATE LEASE AND ASSIGNMENT THIS AGREEMENT TO TERMINATE LEASE AND ASSIGNMENT (this "Agreement"), dated December 23, 2003 (the "Effective Date"), is made by and between ABN AMRO Leasing, Inc., an Illinois corporation...Lease Termination and Assignment Agreement • March 18th, 2004 • Transport Corporation of America Inc • Trucking (no local)
TRANSPORT CORPORATION OF AMERICA, INC.Termination Agreement • March 3rd, 2005 • Transport Corporation of America Inc • Trucking (no local) • Minnesota
This letter describes the agreement by and among you and Transport America regarding your termination as Vice President of Safety and Risk Management of Transport Corporation of America, Inc. and your release of any claims you may have against Transport America. You have also agreed to certain confidentiality restrictions that are reflected in this letter as well. The term “Transport America” as used in this Agreement means Transport Corporation of America, Inc., its subsidiaries and respective officers and directors.
U.S. $30,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 5, 2004 AMONG TRANSPORT CORPORATION OF AMERICA, INC., THE BANKS PARTY HERETO, LASALLE BANK NATIONAL ASSOCIATION, as Agent, AND U.S. BANK, NATIONAL ASSOCIATION, as...Credit Agreement • July 27th, 2004 • Transport Corporation of America Inc • Trucking (no local) • Illinois
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 5, 2004, among Transport Corporation of America, Inc., a Minnesota corporation (the “Borrower”), the banks from time to time party hereto (each a “Bank,” and collectively the “Banks”) and LaSalle Bank National Association (“LaSalle”) in its capacity as agent for the Banks hereunder (in such capacity, the “Agent”) and U.S. Bank, National Association (formerly known as Firstar Bank, N.A. and Firstar Bank of Minnesota, National Association) (“U.S. Bank”), in its capacity as documentation agent (the “Documentation Agent”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • November 7th, 2005 • Transport Corporation of America Inc • Trucking (no local)
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership of shares of common stock, $0.01 par value, of Transport Corporation of America, Inc., a Minnesota corporation.
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • August 1st, 2002 • Transport Corporation of America Inc • Trucking (no local)
This Amendment No. 3 to Rights Agreement is entered into effective this 1st day of August, 2002 by and between Transport Corporation of America, Inc., a Minnesota corporation (the “Company”) and LaSalle Bank National Association (the “Rights Agent”).
