EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 6, 2006, by and between Patriot Acquisition Corporation, a Minnesota corporation (the “Company”), and Mark J. Emmen, an individual resident of the State of Minnesota (“Executive”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Delaware
This SHAREHOLDERS’ AGREEMENT, dated as of January 12, 2011 (this “Agreement”), is entered into by and among Patriot Holding Corp., a Minnesota corporation (the “Company”), Transport Investors, LLC, a Delaware limited liability company (“Transport”), and the parties set forth on Schedule 1 attached hereto (the “So Cal Shareholders”, and together with Transport, the “Shareholders”). All capitalized and undefined terms used herein shall have the meaning given to such terms in the Merger Agreement.
TRANSPORT CORPORATION OF AMERICA, INC., SOUTHERN CAL TRANSPORT, INC. and CERTAIN WHOLLY-OWNED DOMESTIC SUBSIDIARIES OF THE FOREGOING, collectively, as Borrowers and as Guarantors, and PATRIOT HOLDING CORP., as a Guarantor LOAN, SECURITY AND GUARANTY...Loan, Security and Guaranty Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Illinois
THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of January 12, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (in its individual capacity, “TCA” and in its capacity as the “Loan Party Agent” hereunder), SOUTHERN CAL TRANSPORT, INC. (f/k/a Saints Acquisition, Inc.), an Alabama corporation (in its individual capacity, “SoCal”), the Domestic Wholly-Owned Subsidiaries (as defined below) of Parent (as defined below), TCA and SoCal that are or pursuant to Section 10.1.9 (Future Subsidiaries) may from time to time hereafter become parties hereto with TCA and So Cal as the “Borrowers” and/or as “Guarantors,” PATRIOT HOLDING CORP., a Minnesota corporation, individually (the “Parent”) and in its capacity as a Guarantor (TCA, SoCal, the other Borrowers, Parent, and the other Guarantors are sometimes referred to herein collectively as the “Loan Parties”
FIRST AMENDMENT TO SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota
This FIRST AMENDMENT TO SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”), is entered into as of July 26, 2013, by and between PATRIOT HOLDING CORP., a Minnesota corporation (“Issuer”) and Marathon Fund Limited Partnership V, a Delaware limited partnership, (“Purchaser”).
SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT, FIRST AMENDMENT TO PLEDGE AGREEMENT AND CONSENTLoan, Security and Guaranty Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Illinois
This SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT, FIRST AMENDMENT TO PLEDGE AGREEMENT AND CONSENT (this “Amendment”) is dated as of January 9, 2012 and is entered into by and among TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (“TCA”), SOUTHERN CAL TRANSPORT, LLC (as successor in interest to Southern Cal Transport, Inc.), an Alabama limited liability company (“SoCal;” provided that SoCal as an Alabama corporation may be referred to herein as “SoCal Inc.” and SoCal as an Alabama limited liability company may be referred to herein as “SoCal LLC;” and further provided that all such references to SoCal Inc. and SoCal LLC are references to the same legal entity (SoCal) and any such differentiation is only nominal in nature), the other Subsidiaries of the Parent (as defined below), TCA and SoCal that are party to the Loan Agreement (as defined below) with TCA and So Cal as “Borrowers” and/or as “Guarantors,” PATRIOT HOLDING CORP., a Minnesota corporation, indi
ContractSubordinated Note Purchase Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF AS OF JANUARY 12, 2011, BY AND AMONG MARATHON FUND LIMITED PARTNERSHIP V, THE “SUBORDINATED CREDITOR” THEREUNDER, AND BANK OF AMERICA, N.A., AS AGENT FOR THE SENIOR CREDITORS (AS DEFINED THEREIN) (IN SUCH CAPACITY, THE “SENIOR CREDITOR AGENT”), AND ACKNOWLEDGED AND AGREED TO BY PATRIOT HOLDING CORP., A MINNESOTA CORPORATION, TRANSPORT CORPORATION OF AMERICA, INC., A MINNESOTA CORPORATION, SOUTHERN CAL TRANSPORT, INC., AN ALABAMA CORPORATION, AND EACH OTHER LOAN PARTY (AS DEFINED THEREIN); AND EACH HOLDER OF THIS AGREEMENT, BY ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Illinois
This FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is effective as of September 30, 2011 and is entered into by and among TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (“TCA”), SOUTHERN CAL TRANSPORT, INC., an Alabama corporation (“SoCal”), the other Subsidiaries of the Parent (as defined below), TCA and SoCal that are party to the Loan Agreement (as defined below) with TCA and So Cal as “Borrowers” and/or as “Guarantors,” PATRIOT HOLDING CORP., a Minnesota corporation, individually (the “Parent”) and in its capacity as a Guarantor (TCA, SoCal, the other Borrowers, Parent, and the other Guarantors are sometimes referred to herein collectively as the “Loan Parties” and individually as a “Loan Party”), the financial institutions party to the Loan Agreement as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (the “Agent”).
Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 20, 2006 (the “Effective Date”), by and between Transport Corporation of America, Inc., a Minnesota corporation (“Transport America”), and Scott C....Execution Copy Employment Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Minnesota
THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Illinois
This THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is dated as of July 26, 2013 and is entered into by and among TRANSPORT CORPORATION OF AMERICA, INC., a Minnesota corporation (“TCA”), SOUTHERN CAL TRANSPORT, LLC, an Alabama limited liability company, as successor in interest to Southern Cal Transport, Inc., (“SoCal”), the other Subsidiaries of the Parent (as defined below), TCA and SoCal that are party to the Loan Agreement (as defined below) with TCA and So Cal as “Borrowers” and/or as “Guarantors,” PATRIOT HOLDING CORP., a Minnesota corporation, individually (the “Parent”) and in its capacity as a Guarantor (TCA, SoCal, the other Borrowers, Parent, and the other Guarantors are sometimes referred to herein collectively as the “Loan Parties” and individually as a “Loan Party”), the financial institutions party to the Loan Agreement as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (the “
FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT OF TRANSPORT INVESTORS, LLCSecurityholders Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local)
This FIRST AMENDMENT (this “Amendment”) to the Securityholders Agreement (the “Securityholders Agreement”) of Transport Investors, LLC, a Delaware limited liability company (the “Company”) (capitalized terms used in this Amendment and not otherwise defined herein have the meanings given them in the Securityholders Agreement) is made effective as of January 23, 2007.
SECURITYHOLDERS AGREEMENT Dated January 6, 2006 Among TRANSPORT INVESTORS, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • August 2nd, 2013 • Transport America, Inc. • Trucking (no local) • Delaware
THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of January 6, 2006 and shall be effective as of the Closing Date (as defined in Section 6.1) by and among (i) Transport Investors, LLC, a Delaware limited liability company (the “Company”), (ii) Marathon Fund Limited Partnership V, a Delaware limited partnership (“Marathon”), (iii) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an “Employee,” collectively, the “Employees”), and (iv) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (which holder (unless such holder is an employee of the Company or its Affiliates in which case such holder, after executing a separate agreement to be bound by the terms hereof, shall be treated as a holder of Employee Securities hereunder) shall be treated for purposes of this Agreement as a holder of Marathon Securities). (Marathon, the Employees and each other Person tha
PATRIOT HOLDING CORP. 3700 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 January 12, 2007 Mr. Michael J. Paxton Transport Corporation of America, Inc. 1715 Yankee Doodle Road Eagan, Minnesota 55121 Dear Mike: I am writing in...Transport America, Inc. • August 2nd, 2013 • Trucking (no local)
