Common use of BORROWERS AND GUARANTORS Clause in Contracts

BORROWERS AND GUARANTORS. TRANSPORT CORPORATION OF AMERICA, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: CFO Vice President & Secretary TCA OF OHIO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary TA LOGISTICS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary FV LEASING COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary SOUTHERN CAL TRANSPORT, LLC (as successor in interest to Southern Cal Transport, Inc.) By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: CFO Vice President & Secretary SECOND AMENDMENT TO LOAN AGREEMENT XXXXX LEASING, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Secretary & Treasurer GUARANTOR: PATRIOT HOLDING CORP. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: CFO Vice President & Secretary SECOND AMENDMENT TO LOAN AGREEMENT AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent and sole initial Lender By: /s/ Xxxxxx X. Xxxxxxxx Title: V.P. SECOND AMENDMENT TO LOAN AGREEMENT SCHEDULE I to Pledge Agreement Description of Pledged Interests Pledgor Issuer Certificate No. No. Shares / Interests Percentage of Outstanding Shares Pledged Patriot Holding Corp. Transport Corp. of America, Inc. 1 100 Shares 100% Yes Transport Corp. of America, Inc. Southern Cal Transport, LLC N/A All 100% Yes Transport Corp. of America, Inc. Transport International Express, Inc. 1 1,000 Shares 100% Yes Transport Corp. of America, Inc. TCA of Ohio, Inc. 1 1,000 Shares 100% Yes Transport Corp. of America, Inc. TA Logistics, Inc. 1 100 Shares 100% Yes Transport Corp of America, Inc. FV Leasing Company 1 100 Shares 100% Yes Southern Cal Transport, LLC Xxxxx Leasing, LLC N/A All 100% Yes

BORROWERS AND GUARANTORS. TRANSPORT CORPORATION OF AMERICA, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: CFO Vice President & Secretary TCA OF OHIO, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary TA LOGISTICS, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary FV LEASING COMPANY By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Secretary SOUTHERN CAL TRANSPORT, LLC (as successor in interest to Southern Cal Transport, Inc.) By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: CFO Vice President & President, Chief Financial Officer, and Secretary SECOND AMENDMENT TO LOAN AGREEMENT XXXXX LEASING, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Secretary & Treasurer GUARANTOR: PATRIOT HOLDING CORP. By: /s/ Xxxx Xxxxxx X. Xxxxx Xxxxxx Name: Xxxx Xxxxxx X. Xxxxx Xxxxxx Title: CFO Vice President & President, Secretary SECOND AMENDMENT TO LOAN AGREEMENT and Treasurer AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent and sole initial Lender By: /s/ Xxxxxx X. Xxxxxxxx Xxxxx By: Xxxxxx X. Xxxxx Title: V.P. SECOND AMENDMENT TO LOAN AGREEMENT Senior Vice President SCHEDULE I to Pledge Agreement Description 1.1(d) Commitments of Pledged Interests Pledgor Issuer Certificate No. No. Shares / Interests Percentage of Outstanding Shares Pledged Patriot Holding Corp. Transport Corp. Lenders Lender Revolver Commitment Pro Rata Share Tranche A Term Loan Commitment Pro Rata Share Tranche B Term Loan Commitment Pro Rata Share Tranche A Reload Commitment Pro Rata Share Bank of America, Inc. 1 N.A. $ 50,000,000 100 Shares 100% Yes $ 7,000,000 100 % $ 5,000,000 100 % $ 1,750,000 100 % TOTALS $ 50,000,000 100 % $ 7,000,000 100 % $ 5,000,000 100 % $ 1,750,000 100 % to Loan and Security Agreement TRANCHE A TERM LOAN NOTE [Date] $ Chicago, Illinois Transport Corp. Corporation of America, Inc. Inc., a Minnesota corporation (“TCAM”), TCA of Ohio, Inc., a Minnesota corporation (“TCAO”), TA Logistics, Inc., a Minnesota corporation (“TA Logistics”), FV Leasing Company, a Minnesota corporation (“FV Leasing”), Southern Cal Transport, LLC N/A All 100% Yes Transport Corp. of AmericaLLC, Inc. Transport International Expressan Alabama limited liability company, Inc. 1 1,000 Shares 100% Yes Transport Corp. of America, Inc. TCA of Ohio, Inc. 1 1,000 Shares 100% Yes Transport Corp. of America, Inc. TA Logistics, Inc. 1 100 Shares 100% Yes Transport Corp of America, Inc. FV Leasing Company 1 100 Shares 100% Yes as successor in interest to Southern Cal Transport, LLC Inc. (“SoCal”), Xxxxx Leasing, LLC N/LLC, an Alabama limited liability company (“Xxxxx;” TCAM, TCAO, TA Logistics, FV Leasing, SoCal and Xxxxx each, individually, a “Borrower” and, collectively, “Borrowers”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the order of (“Lender”), the principal sum of DOLLARS ($ ), or such lesser amount as may be advanced by Lender as a Tranche A All 100% YesTerm Loan under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan, Security and Guaranty Agreement dated as of January 12, 2011, among Borrowers, Patriot Holding Corp., a Minnesota corporation, such other persons as may from time to time be parties thereto as “Borrowers” and/or “Guarantors,” Bank of America, N.A., as Agent and Issuing Bank, and certain other financial institutions that are from time to time party thereto as lenders, as such agreement may be amended, modified, renewed or extended from time to time (“Loan Agreement”). Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences Lender’s Tranche A Term Loan under the Loan Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the prepayment of amounts upon specified terms and conditions. The holder of this Tranche A Term Loan Note (this “Note”) is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to the Tranche A Term Loan, including payments thereon. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this Note. Except as otherwise provided in the Loan Documents or required by applicable law, each Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law. In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. This Note shall be governed by the laws of the State of Illinois, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks). This Note shall constitute a “Loan Document” for all purposes under and pursuant to the Loan Agreement and the other Loan Documents. This Note, in addition to evidencing Lender’s Tranche A Term Loan under the Loan Agreement, also amends, restates, reevidences and is issued in substitution for the Term Loan Note dated as of January 12, 2012 in favor of Bank of America, N.A. (the “Existing Note”) (it being acknowledged that a portion of the Tranche A Term Loans were previously funded as “Term Loans” evidenced by such Existing Note (and shall hereafter be deemed to be Tranche A Term Loans evidenced by this Note)). Execution and delivery of this Note and any document executed pursuant hereto are not intended to and should not be construed (i) to deem to have repaid or otherwise discharged any amount of principal of or interest on the Existing Note, (ii) to effect a novation or otherwise release the obligations of the Borrowers under or extinguish the debt evidenced by the Existing Note, or (iii) to release, cancel, terminate or otherwise impair the status or priority of all or any part of the Liens or security interests granted to the Agent as collateral security for the obligations of the Loan Parties under any other Loan Documents.