GE CAPITAL LETTERHEAD] July 13, 2004 CONFIDENTIAL

EXHIBIT 99(b)(2)

[GE CAPITAL LETTERHEAD]

July 13, 2004

CONFIDENTIAL

▇▇▇▇ Bros. Transportation Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer

Ladies and Gentlemen:

Reference is made to that certain letter agreement, dated as of April 28, 2004 (as amended and restated on May 26, 2004, the “Existing Commitment Letter”), between General Electric Capital Corporation (the “Agent”) and ▇▇▇▇ Bros. Transportation Inc. (“▇▇▇▇”), WTI Transport, Inc. (“WTI”) and ▇▇▇▇ Logistics, Inc. (“Logistics”) (▇▇▇▇, WTI and Logistics are collectively referred to as the “Borrowers” and individually as a “Borrower”). The Borrowers and the Agent desire to amend certain terms and conditions contained in the Existing Commitment Letter in accordance with the terms and conditions contained herein. As such, the Borrowers and the Agent, intending to be legally bound, agree that the Existing Commitment Letter is hereby amended and restated in its entirety as follows:

Borrowers have advised Agent that the Borrowers are seeking up to $50,000,000 of financing (the “Financing”) in support of financing the redemption of certain publicly-held capital stock of ▇▇▇▇ in a “going private” transaction (the “Transaction”) and to refinance certain outstanding indebtedness of the Borrowers.

We anticipate that each Borrower is a domestic operating company that directly owns substantially all of the assets used in its business, WTI and Logistics are wholly-owned subsidiaries of ▇▇▇▇ and that the Borrowers have no other subsidiaries.

You have asked that the Financing consist of a $13,000,000 Senior Secured Revolving Credit Facility (“Revolver”) and a $37,000,000 Senior Secured Term Loan (“Term Loan”).

Based on our understanding of the Transaction as described above and the information which you have provided to us to date, GE Capital is pleased to offer its commitment to provide the Financing described in this Commitment Letter in the amount of $50,000,000, subject to the following terms and conditions.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


AGENT:		GE Capital.

LENDERS:		GE Capital and other persons who take assignment of its interest after the Closing Date.

SUMMARY OF PROPOSED TERMS FOR REVOLVER

BORROWERS:		▇▇▇▇, WTI and Logistics

MAXIMUM REVOLVER AMOUNT:		$13,000,000 (including a Letter of Credit Subfacility of up to $7,000,000). Letters of Credit will be issued either by a bank and/or by GE Capital and/or one of its affiliates, on terms acceptable to Agent, and will be guaranteed or otherwise backed by the Revolver Lenders.

TERM:		60 months.

AVAILABILITY:		Borrowing Availability on a combined basis will be limited to the sum of (i) up to 85% of the Borrowers’ eligible accounts receivable and (ii) up to 50% of the Borrowers’ eligible inventory valued at the lower of cost (FIFO) or market, in each of clauses (i) and (ii) less reserves (the “Revolving Borrowing Base”), but not to exceed the Maximum Revolver Amount. Availability from inventory shall not exceed $1,000,000. Availability for each Borrower will be limited to its separate Revolving Borrowing Base. Agent will retain the right from time to time to establish or modify advance rates, standards of eligibility and reserves against availability. The face amount of all letters of credit outstanding under the Letter of Credit Subfacility will be reserved in full against availability.

SUMMARY OF PROPOSED TERMS FOR TERM LOAN FACILITY

BORROWERS:		▇▇▇▇, WTI and Logistics

MAXIMUM TERM LOAN AMOUNT:		$37,000,000 available in multiple draws under conditions to be defined in the definitive Financing documentation.

▇▇▇▇ Bros. Transportation Inc.

July 13, 2004


AVAILABILITY:		Borrowing Availability on a combined basis will be limited to the sum of (i) up to 85% of the appraised net orderly liquidation value of Borrowers’ existing equipment, (ii) up to 80% of the “hard” costs of purchased equipment (until such equipment is appraised, then it shall be valued on a net orderly liquidation value basis) and (iii) up to 50% of the appraised fair market value of real estate, in each of clauses (i), (ii) and (iii) less reserves (the “Term Borrowing Base”), but not to exceed the Maximum Term Loan Amount. Appraised values for equipment and real estate to be based on appraisals in form and substance satisfactory to Agent. Availability for each Borrower will be limited to its separate Term Borrowing Base. Agent will retain the right from time to time to establish or modify advance rates, standards of eligibility and reserves against availability.

TERM:		60 months. If the Revolver is terminated, this Term Loan will immediately be due and payable in full.

AMORTIZATION:		Level monthly principal payments utilizing a 5-year amortization period for term loan advances made on the closing date. Any term loan advances made after the closing date will have level monthly principal payments utilizing a 7-year amortization and a balloon payment at maturity.

		Amortization will be allocated among the Borrowers based upon their respective allocations of the Term Loan.

TERMS OF GENERAL APPLICABILITY USE OF PROCEEDS:		Loans made on the date the Financing is consummated (the “Closing Date”) will be used to finance the Transaction in an amount not to exceed $9,250,000, to refinance certain indebtedness of Borrowers and to fund certain fees and expenses associated with the Transaction and the Financing. Loans made after the Closing Date will be used for Borrowers’ working capital purposes and permitted capital expenditures.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


BORROWER REPRESENTATIVE:	Each Borrower will appoint one of the Borrowers as its agent for administrative purposes of the Financing (the “Borrower Representative”).

INTEREST:

Rates:	At Borrower Representative’s option, all loans will bear interest at either (a) a floating rate equal to the Index Rate plus the Applicable Margin(s) or (b) absent a default, a fixed rate for periods of one, two or three months equal to the reserve adjusted London Interbank Offered Rate (“LIBOR Rate”) plus the Applicable Margin(s).

Payment Dates:	Interest will be payable monthly in arrears for Index Rate loans and at the expiration of each LIBOR period for LIBOR loans.

Other Terms:	All interest will be calculated based on a 360 day year and actual days elapsed. The Financing documentation will contain (a) LIBOR breakage provisions and LIBOR borrowing mechanics, (b) LIBOR Rate definitions, and (c) the Index Rate definition will equal the higher of the prime rate as reported by The Wall Street Journal or the overnight Federal funds rate plus 50 basis points.

APPLICABLE MARGINS:	The following Applicable Margins (consisting of per annum rate margins) shall apply until the Applicable Margins are adjusted as described below:

	Applicable Revolver Index Margin Applicable Revolver LIBOR Margin Applicable Term Loan Index Margin Applicable Term Loan LIBOR Margin Applicable L/C Margin	1.25% 3.00% 1.25% 3.00% 1.50%

	Starting with the delivery to the Agent of ▇▇▇▇▇▇▇▇▇’ consolidated quarterly financial statements for the fiscal quarter ending September 30, 2005, the Applicable Margins shall be subject to adjustment (up or down) prospectively, based on Borrowers’ consolidated financial performance for the trailing four quarters most recently ended in accordance with the grid attached as Schedule I.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


		The definitive Financing documentation will contain provisions regarding the delivery of financial statements, and the timing and mechanics of subsequent prospective adjustments in Applicable Margins. If a default is continuing at the time that a reduction in Applicable Margins is to be implemented, that reduction will be deferred until the first month commencing after the cure or waiver thereof.

FEES:		In addition to the fees payable to GE Capital as specified in the fee letter among Borrowers and GE Capital of even date herewith (the “Fee Letter”), the following fees will be payable to Agent under the Financing documentation:

Letter of Credit Fee:		Equal to the Applicable L/C Margin per annum (calculated on the basis of a 360-day year and actual days elapsed) on the face amount of the letters of credit under the Revolver, payable monthly in arrears, plus any costs and expenses incurred by Agent in arranging for the issuance or guaranty of Letters of Credit and any charges assessed by the issuing financial institution.

Unused Facility Fee:		Equal to 0.50% per annum (calculated on the basis of a 360-day year and actual days elapsed) on the average unused daily balance of the Revolver, payable monthly in arrears.

Prepayment Premium:		Payable in the event that the Revolver Commitment is reduced or terminated or if the Borrowers prepay all or any portion of the Term Loan other than as a result of Mandatory Prepayments (as hereinafter defined) prior to the third anniversary of the Closing Date, in an amount equal to the Revolver Maximum Amount plus the amount being prepaid on the Term Loan, multiplied by 3% upon a prepayment during the first year following the Closing Date, 2% upon a prepayment during the second year following the Closing Date and 1% upon a prepayment during the third year following the Closing Date.

Wire Transfer Fee:		A wire transfer fee of $25 per wire transfer made by Agent in connection with the forwarding by a Borrower or any other person on behalf of a Borrower of the proceeds of any loan.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


DEFAULT RATES:		From and after the occurrence of a default, the interest rates applicable to all Loans and the Letter of Credit Fee will be increased by 2.00% per annum over the interest rate or Letter of Credit Fee otherwise applicable and such interest and fees will be payable on demand.

SECURITY:		To secure all obligations of Borrowers to Agent and Lenders, Agent, for itself and the ratable benefit of Lenders, will receive a fully perfected first priority security interest in all of the existing and after acquired real and personal, tangible and intangible assets of each Borrower and their respective subsidiaries, if any, including, without limitation, all cash, cash equivalents, bank accounts, accounts, other receivables, chattel paper, contract rights, inventory (wherever located), instruments, documents, securities (whether or not marketable), equipment, fixtures, real property interests (excluding real estate located in Cofield, North Carolina that has a fair market value of less than $500,000), franchise rights, patents, trade names, trademarks, copyrights, intellectual property, general intangibles, investment property, supporting obligations, letter of credit rights, commercial tort claims, causes of action and all substitutions, accessions and proceeds of the foregoing (including insurance proceeds) (collectively, the “Collateral”).

		All Collateral will be free and clear of other liens, claims and encumbrances, except permitted liens and encumbrances acceptable to Agent.

		In addition, Agent shall receive a pledge of all of the issued and outstanding stock of all subsidiaries of each Borrower.

		Each Borrower will cross-guarantee the obligations of each other Borrower under the Financing documents. All such obligations will be cross-defaulted to each other and to all other material indebtedness of any Borrower and any of its subsidiaries. All such obligations shall be cross-collateralized with each other and cross-collateralized and guaranteed by any and all subsidiaries of any Borrower.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


		Agent is authorized to pre-file financing statements and other evidences of liens with respect to all of the Collateral, including “all-assets” filings, if applicable, naming Agent as secured party.

MANDATORY PREPAYMENTS:		Borrowers shall make prepayments against principal in the following amounts: (a) all net proceeds of any sale or other disposition of assets of any Borrower and any of their respective subsidiaries, if any, (other than proceeds from the sale of rolling stock that are reinvested within 90 days of receipt or proceeds from the sale of other assets that are reinvested within 180 days of receipt), (b) subject to exceptions for repairs and replacements, all net insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any assets of any Borrower or their respective subsidiaries, if any, and (c) 100% of the net cash proceeds from the sale or issuance of equity or debt securities.

		These payments generally will be applied against principal installments due, in the inverse order of maturity, on the Term Loan until such loan is paid in full and thereafter against the Revolver. Prepayments by any Borrower will be applied first to the obligations of that Borrower and thereafter to the obligations owing by the other Borrowers, pro rata.

VOLUNTARY PREPAYMENTS:		Borrowers may voluntarily prepay all or any portion of the Term Loan in minimum amounts of $500,000 at any time, upon at least 5 days’ prior written notice. All voluntary prepayments will be accompanied by the prepayment premium described above and LIBOR breakage costs, if any.

FINANCIAL REPORTING:		The Financing documentation will require the Borrowers, on a monthly basis, to provide to Agent and Lenders internally prepared financial statements. Annually, Borrowers will be required to provide audited financial statements, a board approved operating plan for the subsequent year, and a communications letter from Borrowers’ auditors. Borrowers will provide Borrowing Base Certificates on a monthly basis (or as requested by Agent), quarterly and annual appraisals of equipment, audits and other information reasonably requested by the Agent, all costs to be at Borrowers’ expense. All financial statements shall be prepared on a consolidated and consolidating basis.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004



DOCUMENTATION:		The Financing documentation will contain representations and warranties; conditions precedent; affirmative, negative and financial covenants; indemnities; events of default and remedies as required by Agent. Relevant documents, such as Transaction documents, equity or stockholder agreements, incentive and employment agreements, tax agreements, and other material agreements, to be acceptable to Agent.

FINANCIAL COVENANTS:		Borrowers shall comply with the following financial covenants, each of which shall be calculated in accordance with GAAP consistently applied:

		Maximum Capital Expenditures:
		Borrowers and their subsidiaries, on a consolidated basis, shall not make gross capital expenditures that exceed (i) $18,100,000 during the 12-month period ending December 31, 2004, (ii) $18,200,000 during the 12-month period ending December 31, 2005 or (iii) $13,300,000 during any 12-month period ending on December 31 thereafter.

		Minimum Fixed Charge Coverage Ratio. Borrowers and their subsidiaries shall have on a consolidated basis at the end of each fiscal quarter following the Closing Date, a fixed charge coverage ratio for the 12-month period then ended of not less than 1.20:1.00.

		Minimum Borrowing Availability. Borrowers shall maintain availability under the Revolver Borrowing Base of not less than $1,500,000 at all times.

		Maximum Leverage Ratio. Borrowers and their subsidiaries on a consolidated basis shall have, at the end of each fiscal quarter, a leverage ratio as of the last day of such fiscal quarter and for the 12-month period then ended of not more than 3.50:1.00.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004


OTHER TERMS:		GE Capital’s commitment with respect to the Financing is conditioned upon satisfaction of the following conditions as of the Closing Date, and the Financing documents will require, among other things, compliance with covenants pertaining to the following (all in form and substance satisfactory to Agent):

•		Cash management systems for each Borrower acceptable to Agent. Agent will have full cash dominion by means of lock boxes and blocked account agreements executed at or prior to closing of the Financing.

•		Commercially reasonable insurance protection for the Borrowers’ industry, size and risk and the Agent’s collateral protection (terms, underwriter, scope, and coverage to be acceptable to Agent); Agent named as loss payee (property/casualty) and additional insured (liability); and non-renewal/cancellation/amendment riders to provide 30 days advance notice to Agent.

•		Compliance with applicable laws, decrees, and material agreements or obtaining of applicable consents and waivers.

•		General and collateral releases from prior lenders, customary corporate and estoppel certificates, landlord/mortgagee/bailee waivers and consignment or similar filings.

•		Limitations on commercial transactions, management agreements, service agreements, and borrowing transactions between any Borrower and its officers, directors, employees and affiliates and intercompany loans among Borrowers.

•		Limitations on, or prohibitions of, cash dividends, other distributions to equity holders, payment of management fees to affiliates and redemption of common or preferred stock.

•		Prohibitions of mergers, acquisitions, sale of any Borrower, its stock or a material portion of its assets.

▇▇▇▇ Bros. Transportation Inc.

July 13, 2004

•		Prohibitions of a direct or indirect change in control of Borrowers.

•		Agent’s and Lenders’ rights of inspection, access to facilities, management and auditors.

•		Customary yield protection provisions, including, without limitation, provisions as to capital adequacy, illegality, changes in circumstances and withholding taxes.

•		To the extent requested by Agent, environmental surveys or reviews in scope and form, by firms, and with results acceptable to Agent.

•		Real estate and equipment appraisals in form and substance acceptable to Agent reflecting asset values at levels acceptable to Agent. The appraisals will be performed by appraisers retained by Agent (or retained by the Borrowers provided that such appraisers provide reliance letters to Agent in form and substance acceptable to Agent).

•		Governing law: New York.


OTHER CONDITIONS:	GE Capital’s commitment with respect to the Financing will be further conditioned upon the following (all to Agent’s satisfaction):

•		Delivery of Transaction documents to Agent in a timely manner. The Transaction shall have been consummated on terms satisfactory to Agent.

•		Completion by Agent of all business, environmental and legal due diligence (including, without limitation, a pre-funding collateral review) with results satisfactory to Agent. Without limiting the foregoing, the corporate structure, capital structure, other debt instruments, material contracts, and governing documents of each Borrower and its affiliates, and tax and legal effects resulting from Transaction, must be acceptable to Agent.

•		Background and reference checks results satisfactory to Agent on: (i) each Borrower and any of its affiliates and (ii) its CEO, CFO and shareholders; in each case, as determined by Agent in its sole discretion.

▇▇▇▇ Bros. Transportation Inc.

July 13, 2004

•		Minimum excess availability for Borrowers in the aggregate at closing (on a pro forma basis, with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without deterioration of working capital) of $7,000,000 (excluding the effect of the Transaction).

•		EBITDA for the 7 month period ending July 31, 2004 shall be greater than $9,500,000.

•		Agent shall have received Borrowers’ audited financial statements for the periods ending December 31, 2002 and 2003 (together with the opinion letter and any management letters delivered in connection therewith) and unaudited financial statements for the period ending July 31, 2004.

•		With respect to all collateral requiring motor vehicle titles, delivery of competed and signed title applications and/or powers of attorney, necessary to record Agent’s first priority lien position and/or ownership rights, along with (i) any agreements necessary to ensure release of existing liens upon funding the Transaction and payment of the prior lien holder, (ii) delivery of actual titles or manufacturer’s statements of origin and (iii) completion and delivery of any other documentation that Agent’s and/or its counsel deem necessary to ensure its first priority lien position and/or its ownership rights.

•		With respect to any real estate collateral, receipt of real property surveys, title commitments and title insurance policies in amount, form and from, as applicable, an issuer satisfactory to Agent.

•		Receipt of all necessary or appropriate third party and governmental waivers and consents.

▇▇▇▇ Bros. Transportation Inc.

July 13, 2004

•		Satisfactory opinions of counsel from Borrowers’ counsel (including local counsel as requested) reasonably acceptable to Agent.

•		As of the Closing Date, there will have been (i) since Borrowers’ last audited financial statements, no material adverse change, individually or in the aggregate, in the business, financial or other condition of any Borrower or the Borrowers taken as a whole, the industry in which any Borrower operates, or the collateral which will be subject to the security interest granted to Agent and Lenders or in the prospects or projections of any Borrower or the Borrowers taken as a whole, (ii) no litigation commenced which, if successful, would have a material adverse impact on any Borrower or the Borrowers taken as a whole, its or their business, or its or their ability to repay the loans, or which would challenge the transactions under consideration and (iii) since Borrowers’ last audited financial statements, no material increase in the liabilities, liquidated or contingent, of any Borrower or the Borrowers taken as a whole, or a material decrease in the assets of any Borrower or the Borrowers taken as a whole, or a material decrease in the assets of any Borrower or the Borrowers taken as a whole.

GE Capital’s commitment hereunder is subject to the execution and delivery of final legal documentation acceptable to GE Capital and its counsel incorporating, without limitation, the terms set forth in this Commitment Letter.

By signing this Commitment Letter, each party acknowledges that this Commitment Letter supersedes any and all discussions and understandings, written or oral, between or among GE Capital and any other person as to the subject matter hereof, including, without limitation, any prior commitment letters and the letter of interest dated February 11, 2004 between GE Capital Commercial Finance, Inc. and ▇▇▇▇ (collectively, the “Prior Letter”). No amendments, waivers or modifications of this Commitment Letter or any of its contents shall be effective unless expressly set forth in writing and executed by the parties hereto.

This Commitment Letter is being provided to you on the condition that, except as required by law, neither it, the Fee Letter, the Prior Letter, nor their contents will be disclosed publicly or privately except to those individuals who are your officers, employees or advisors who have a need to know of them as a result of their being specifically involved in the Transaction under

▇▇▇▇ Bros. Transportation Inc.

July 13, 2004

consideration and then only on the condition that such matters may not, except as required by law, be further disclosed; provided, however, the Borrowers may disclose the contents of this Commitment Letter to the United States Securities and Exchange Commission (“SEC”), on a private and confidential basis, to the extent required by the SEC in connection with the SEC’s approval of the proxy materials for the Transaction. No person, other than the parties signatory hereto, is entitled to rely upon this Commitment Letter or any of its contents. No person shall, except as required by law, use the name of, or refer to, GE Capital, or any of its affiliates, in any correspondence, discussions, press release, advertisement or disclosure made in connection with the Transaction without the prior written consent of GE Capital.

Regardless of whether the commitment herein is terminated or the Transaction or the Financing closes, Borrowers, jointly and severally, agree to pay upon demand to GE Capital all out-of-pocket expenses (“Transaction Expenses”) which may be incurred by GE Capital in connection with the Financing or the Transaction (including all reasonable legal, environmental, and other consultant costs and fees incurred in the preparation of this Commitment Letter, the Fee Letter, the Prior Letter, and evaluation of and documenting of the Financing and the Transaction). Regardless of whether the commitment herein is terminated or the Transaction or the Financing closes, Borrowers, jointly and severally, shall indemnify and hold harmless each of GE Capital, the Lenders, their respective affiliates, and the directors, officers, employees, agents, attorneys and representatives of any of them (each, an “Indemnified Person”), from and against all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including, but not limited to, attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal), which may be instituted or asserted against or incurred by any such Indemnified Person in connection with, or arising out of, this Commitment Letter, the Fee Letter, the Prior Letter, the Financing or the Transaction under consideration, the documentation related thereto, any other financing related thereto, any actions or failures to act in connection therewith, and any and all environmental liabilities and legal costs and expenses arising out of or incurred in connection with any disputes between or among any parties to any of the foregoing, and any investigation, litigation, or proceeding related to any such matters. Notwithstanding the preceding sentence, indemnitors shall not be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from that Indemnified Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Under no circumstances shall GE Capital or any of its affiliates be liable to you or any other person for any punitive, exemplary, consequential or indirect damages which may be alleged in connection with this Commitment Letter, the Fee Letter, the Prior Letter, the Transaction, the Financing, the documentation related thereto or any other financing, regardless of whether the commitment herein is terminated or the Transaction or the Financing closes.

EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS COMMITMENT LETTER, THE FEE LETTER, THE PRIOR LETTER, ANY TRANSACTION RELATING HERETO OR THERETO, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, WHETHER SOUNDING IN

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004

CONTRACT, TORT OR OTHERWISE. Each party hereto consents and agrees that the state or federal courts located in New York County, City of New York, New York, shall have exclusive jurisdiction to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, the Fee Letter, the Prior Letter, the Financing or the Transaction under consideration, any other financing related thereto, and any investigation, litigation, or proceeding related to or arising out of any such matters, provided, that the parties hereto acknowledge that any appeals from those courts may have to be heard by a court (including an appellate court) located outside of such jurisdiction. Each party hereto expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waives any objection which such party may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

THIS COMMITMENT LETTER IS SOLELY FOR THE BENEFIT OF THE BORROWERS AND GE CAPITAL; NO PROVISION HEREOF SHALL BE DEEMED TO CONFER ANY RIGHTS WHATSOEVER ON ANY OTHER PERSON OR ENTITY AND MAY NOT BE RELIED UPON FOR ANY OTHER PURPOSE.

This Commitment Letter is governed by and shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed in that state.

GE Capital shall have access to all relevant facilities, personnel and accountants, and copies of all documents which GE Capital may request, including business plans, financial statements (actual and pro forma), books, records, and other documents of each Borrower.

This Commitment Letter shall be of no force and effect unless and until (a) this Commitment Letter and the Fee Letter is executed and delivered to the undersigned GE Capital on or before 5:00 p.m. Atlanta, Georgia time on July 16, 2004 at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and (b) such delivery is accompanied by payment of the commitment fee required under the Fee Letter. Once effective, GE Capital’s commitment to provide financing in accordance with the terms of this Commitment Letter shall cease if the Transaction does not close, or the Financing is not funded for any reason, on or before September 15, 2004 and, notwithstanding any further discussions, negotiations or other actions taken after such date, neither GE Capital nor any of its affiliates shall have any liability to any person in connection with its refusal to fund the Financing or any portion thereof after such date.

▇▇▇▇ Bros. Transportation Inc.
July 13, 2004

We look forward to continuing to work with you toward completing this transaction.

Our business is helping yours.


	Sincerely, GENERAL ELECTRIC CAPITAL CORPORATION
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Its Duly Authorized Signatory

AGREED AND ACCEPTED THIS
16TH DAY OF JULY 2004

▇▇▇▇ BROS. TRANSPORTATION INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Its: Chief Financial Officer

WTI TRANSPORT, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Its: Chief Financial Officer

▇▇▇▇ LOGISTICS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Its: Chief Financial Officer

SCHEDULE I
APPLICABLE MARGINS

The Applicable Margins may be adjusted by reference to the following grids:


		Level of
If Leverage Ratio is:		Applicable Margins:
Greater than or less than 3.00		Level I
<3.00, but Greater than or less than 2.50		Level II
<2.50, but Greater than or less than 2.00		Level III
<2.00		Level IV

Applicable Margins


	Level I			Level II			Level III			Level IV
Applicable Revolver Index Margin		1.25	%		1.00	%		0.75	%		0.50	%
Applicable Revolver LIBOR Margin		3.00	%		2.75	%		2.50	%		2.25	%
Applicable Term Loan Index Margin		1.25	%		1.00	%		0.75	%		0.50	%
Applicable Term Loan LIBOR Margin		3.00	%		2.75	%		2.50	%		2.25	%
Applicable L/C Margin		1.50	%		1.50	%		1.50	%		1.50	%

GE CAPITAL LETTERHEAD] July 13, 2004 CONFIDENTIAL

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