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 National Association (the "Rights
Agent"), as successor to Xxxxx Fargo Bank Minnesota, N.A. (formerly Norwest Bank
Minnesota, N.A.).
WHEREAS, the Company and the Rights Agent entered into that certain Rights
Agreement dated as of February 25, 1997, as amended on June 29, 1998, January
17, 2000, August 1, 2002, and July 21, 2004 (the "Rights Agreement") and now
desire to amend Section 1(a) of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:
Section 1. Section 1(a) of the Rights Agreement is hereby amended by adding
the following sentence after the last sentence thereof:
Further, notwithstanding the foregoing, Patriot Holding Corp.
("Parent"), a Minnesota corporation, and Patriot Acquisition Corp.
("Sub"), a Minnesota corporation and a wholly-owned subsidiary of
Parent, who are parties to that certain Agreement and Plan of Merger
by and among Parent, Sub, and the Company, dated October 24, 2005
(the "Merger Agreement"), and who will be receiving irrevocable
proxies from certain shareholders of the Company in connection with
the Merger Agreement, shall not be deemed an Acquiring Person as a
result of being the beneficial owner of twenty percent (20%) or more
of the then voting power of the Company because of such irrevocable
proxies or the acquisition of securities pursuant to the Merger
Agreement, and this Agreement shall not affect or be affected by the
Merger Agreement or such irrevocable proxies, the execution and
delivery of the same, the public announcement of such execution and
delivery, the performance of the Merger Agreement, the consummation
of the Merger (as defined in the Merger Agreement), or any other
action contemplated by the Merger Agreement.
Section 2. The Rights Agreement will terminate and be of no further force
and effect as of, and contingent upon the occurrence of, the Effective Time (as
defined in the Merger Agreement).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed and attested as of the day and year first above written.
This Amendment may be signed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.
TRANSPORT CORPORATION OF AMERICA
INC.
Attest:
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxx
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Its Assistant to Chief Financial Officer Its Chief Financial Officer
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LASALLE BANK NATIONAL ASSOCIATION
Attest:
By /s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxx
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Its Assistant Vice President Its Vice President
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