SC 13E3

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under Section 13(e) of the
Securities Exchange Act of 1934

Transport Corporation of America, Inc.

(Name of the Issuer)

Transport Corporation of America, Inc.
Goldner Hawn Johnson & Morrison Incorporated
Patriot Holding Corp.
Patriot Acquisition Corp.

Marathon Ultimate GP, LLC

Miltiades Limited Partnership
Marathon Fund Limited Partnership V
(Name of Person(s) Filing Statement)

Common Stock, $.01 par value

(Title of Class of Securities)

89385P102

(CUSIP Number of Class of Securities)

Transport Corporation of America, Inc.	Goldner Hawn Johnson & Morrison Incorporated
Attn. Michael J. Paxton	Attn. Van Zandt Hawn
1715 Yankee Doodle Road	3700 Wells Fargo Center
Eagan, MN 55121	90 South Seventh Street
(651) 686-2500	Minneapolis, MN 55402
	(612) 947-0154

Copies to:

John R. Houston, Esq.	Robert A. Rosenbaum, Esq.
Robins, Kaplan, Miller & Ciresi L.L.P.	Dorsey & Whitney LLP
2800 LaSalle Plaza	50 South Sixth Street
800 LaSalle Avenue	Suite 1500
Minneapolis, MN 55402	Minneapolis, MN 55402
(612) 349-8500	(612) 340-5681

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a.	ý	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$68,076,752	$8,013

(1)The transaction value was based upon the sum of (a) the product of 6,566,942 common shares and the merger consideration of $10.00 per share, plus (b) $2,407,332 expected to be paid upon cancellation of all outstanding options.

(2)In accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, the amount of the filing fee was determined by multiplying $0.0001177 by the amount of the transaction valuation calculated above.

ýCheck the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $8,013	Filing Party: Transport Corporation of America, Inc.
Form or Registration No.: Schedule 14A	Date Filed: November 15, 2005

INTRODUCTION

This Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed jointly by (1) Goldner Hawn Johnson & Morrison Incorporated, a Minnesota corporation (“GHJM”); (2) Patriot Holding Corp., a Minnesota corporation and a wholly owned subsidiary of GHJM (“Purchaser”); (3) Patriot Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”); (4) Marathon Ultimate GP, LLC, a Delaware limited liability company (“Marathon Ultimate”); (5) Miltiades Limited Partnership, a Delaware limited partnership (“Miltiades”); (6) Marathon Fund Limited Partnership V, a Delaware limited partnership (“Marathon Fund”); and (7) Transport Corporation of America, Inc. (the “Issuer” and collectively with GHJM, Purchaser, Merger Sub, Marathon Fund, Miltiades, and Marathon Ultimate, the “Filing Persons”).  This Schedule 13E-3 is filed in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 26, 2005, by and among Purchaser, Merger Sub and the Issuer.

If the Merger Agreement is adopted and the Merger (as defined herein) is approved by Issuer’s shareholders, Merger Sub will merge with and into Issuer (the “Merger”), with Issuer continuing as the surviving corporation. In connection with the Merger, each share of the Issuer’s common stock, par value $.01 per share (the “Common Stock”) that is outstanding at the effective time of the Merger other than shares (a) held by Purchaser or Merger Sub, (b) which may be contributed by certain management shareholders, or (c) as to which dissenters’ rights shall have been perfected, will be cancelled and converted into the right to receive $10.00 in cash without interest.  Each outstanding option to purchase Common Stock will either be exercised by the holder thereof prior to the Merger or cancelled immediately prior to the Merger in exchange for the right to receive an amount in cash as determined in accordance with the terms of the Merger Agreement.

Concurrently with the filing of this Schedule 13E-3, Issuer is filing a preliminary proxy statement (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to which the special committee of Issuer’s board of directors is soliciting proxies from shareholders of Issuer in connection with the Merger.  The information set forth in the Proxy Statement, including all appendices thereto, is hereby incorporated herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.

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Item 1.   Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2.   Subject Company Information.

Regulation M-A Item 1002

(a)Name and Address.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET — The Companies”

“PARTIES TO THE TRANSACTION”

(b)Securities.  The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(c)Trading Market and Price.  The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(d)Dividends.  The information set forth in the Proxy Statement under the caption “MARKET PRICES AND DIVIDEND INFORMATION” is incorporated herein by reference.

(e)Prior Public Offerings.  Not applicable.

(f)Prior Stock Purchases.  The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN TRANSPORT AMERICA COMMON STOCK” is incorporated herein by reference.

Item 3.   Identity and Background of Filing Persons.

Regulation M-A Item 1003 (a) – (c)

(a)Name and Address.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET — The Companies”

“PARTIES TO THE TRANSACTION”

(b)Business and Background of Entities.   The information set forth in the Proxy Statement under the caption “PARTIES TO THE TRANSACTION” is incorporated herein by reference.

(c)Business and Background of Natural Persons.  The information set forth in the Proxy Statement under the caption “PARTIES TO THE TRANSACTION” is incorporated herein by reference.

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Item 4.   Terms of the Transaction.

Regulation M-A Item 1004 (a) and (c) – (f)

(a)(1)  Material Terms.  Tender Offers.  Not applicable.

(a)(2)  Material Terms.  Mergers or Similar Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“THE SPECIAL MEETING”

“SPECIAL FACTORS”

“THE MERGER AGREEMENT”

“THE VOTING AGREEMENTS”

APPENDIX A – Agreement and Plan of Merger

APPENDIX B – Voting Agreement (Directors)

APPENDIX C – Voting Agreement (Institutional Investors)

(c)Different Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Interests of Transport America Directors and Executive Officers in the Merger”

APPENDIX A — Agreement and Plan of Merger

(d)Appraisal Rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Rights of Dissenting Shareholders”

APPENDIX E — Minnesota Statutes, Sections 302A.471 and 302A.473

(e)Provisions for Unaffiliated Security Holders.  There are no provisions in connection with the merger or related transactions to grant unaffiliated security holders access to the corporate files of Transport America or to obtain counsel or appraisal services at the expense of Transport America.

(f)Eligibility for Listing or Trading.  Not Applicable.

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Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005 (a) – (c) and (e)

(a)Transactions.  None.

(b)Significant Corporate Events.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

(c)Negotiations or Contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS”

(e)Agreements Involving the Company’s Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Interests of Transport America Directors and Officers in the Merger”

“SPECIAL FACTORS—Amendment to Transport America’s Rights Agreement”

“THE VOTING AGREEMENTS”

APPENDIX B — Voting Agreement (Directors)

APPENDIX C — Voting Agreement (Institutional Investors)

Item 6.   Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006 (b) and (c)(1) – (c)(8)

(b)Use of Securities Acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

“SPECIAL FACTORS—Plans for Transport America after the Merger”

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“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Transport America Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT—Effect of the Merger on the Capital Stock and Stock Options of Transport America”

“THE MERGER AGREEMENT—Cancellation of and Payment for Transport America Common Stock”

APPENDIX A — Agreement and Plan of Merger

(c)(1)-(8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

“SPECIAL FACTORS—Plans for Transport America after the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Transport America Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Financing”

“THE MERGER AGREEMENT—Effect of the Merger on the Capital Stock and Stock Options of Transport America”

“THE MERGER AGREEMENT—Cancellation of and Payment for Transport America Common Stock”

“THE VOTING AGREEMENTS”

APPENDIX A — Agreement and Plan of Merger

APPENDIX B — Voting Agreement (Directors)

APPENDIX C — Voting Agreement (Institutional Investors)

Item 7.   Purposes, Alternatives, Reasons and Effects.

Regulation M-A Item 1013

(a)Purposes.   The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

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“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

(b)Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

(c)Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

(d)Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Purposes of and Reasons for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences”

“THE MERGER AGREEMENT—Effect of the Merger on the Capital Stock and Stock Options of Transport America”

“THE MERGER AGREEMENT—Cancellation of and Payment for Transport America Common Stock”

Item 8.   Fairness of the Transaction.

Regulation M-A Item 1014

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(a)Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Fairness Opinion of Stephens”

“SPECIAL FACTORS—Position of the GHJM Investors, Patriot Holding and Patriot Acquisition as to the Fairness of the Merger”

“SPECIAL FACTORS—Position of the Transport Participants as to the Fairness of the Merger”

APPENDIX D — Fairness Opinion

(b)Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Fairness Opinion of Stephens”

“SPECIAL FACTORS—Position of the GHJM Investors, Patriot Holding and Patriot Acquisition as to the Fairness of the Merger”

“SPECIAL FACTORS—Position of the Transport Participants as to the Fairness of the Merger”

APPENDIX D — Fairness Opinion

(c)Approval of Security Holders.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“THE SPECIAL MEETING”

“THE MERGER AGREEMENT—Conditions to Completion of the Merger”

(d)Unaffiliated Representative.  An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a

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report concerning the fairness of the transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Fairness Opinion of Stephens”

“SPECIAL FACTORS—Position of the GHJM Investors, Patriot Holding and Patriot Acquisition as to the Fairness of the Merger”

“SPECIAL FACTORS—Position of the Transport Participants as to the Fairness of the Merger”

(e)Approval of Directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

(f)Other Offers.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

Item 9.Reports, Opinions, Appraisals and Negotiations.

Regulation M-A Item 1015

(a)Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee of the Board of Directors of Transport America; Fairness of the Merger”

“SPECIAL FACTORS—Fairness Opinion of Stephens”

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APPENDIX D – Fairness Opinion

(b)Preparer and Summary of the Report, Opinion or Appraisal.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Fairness Opinion of Stephens”

APPENDIX D – Fairness Opinion

(c)Availability of Documents.  The opinion referenced in this Item 9 will be made available—at the principal executive offices of Transport America during its regular business hours—for inspection and copying by any interested holder of Transport America’s common stock or any representative who has been so designated in writing.

Item 10.   Source and Amounts of Funds or Other Consideration.

Regulation M-A Item 1007

(a)Source of Funds.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS—Financing”

“THE MERGER AGREEMENT—Financing”

APPENDIX A – Agreement and Plan of Merger

(b)Conditions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing”

“THE MERGER AGREEMENT—Financing”

APPENDIX A – Agreement and Plan of Merger

(c)Expenses.  The information set forth in the Proxy Statement under the caption “THE MERGER AGREEMENT—Estimated Fees and Expenses of the Merger” is incorporated herein by reference.

(d)Borrowed Funds.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

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“SPECIAL FACTORS—Financing”

“THE MERGER AGREEMENT—Financing”

Item 11.   Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a)Securities Ownership.  The information set forth in the Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference.

(b)Securities Transactions.  The information set forth in the Proxy Statement under the caption “TRANSACTIONS IN TRANSPORT AMERICA COMMON STOCK—Recent Transactions”is incorporated herein by reference.

Item 12.   The Solicitation or Recommendation.

Regulation M-A Item 1012 (d) and (e)

(d)Intent to Tender or Vote in a Going-Private Transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS—Interests of Transport America Directors and Executive Officers in the Merger”

“THE VOTING AGREEMENTS”

APPENDIX B — Voting Agreement (Directors)

(e)Recommendations of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of the Special Committee”

Item 13.   Financial Statements.

Regulation M-A Item 1010 (a) and (b)

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(a)Financial Information.  The financial statements included in Transport America’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and Transport America’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2005, are incorporated herein by reference.  The information set forth in the Proxy Statement under the following captions is also incorporated herein by reference:

“SELECTED HISTORICAL FINANCIAL DATA”

“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

(b)Pro Forma Information.  Not applicable.

Item 14.   Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a)Solicitations or Recommendations.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“THE SPECIAL MEETING—Solicitation of Proxies”

“THE MERGER AGREEMENT—Estimated Fees and Expenses of the Merger”

(b)Employees and Corporate Assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING”

“THE SPECIAL MEETING—Solicitation of Proxies”

“THE MERGER AGREEMENT—Estimated Fees and Expenses of the Merger”

“WHERE SHAREHOLDERS CAN FIND MORE INFORMATION”

Item 15.   Additional Information.

Regulation M-A Item 1011 (b)

(b)Other Material Information.  The information set forth in the Proxy Statement and Appendices thereto is incorporated herein by reference in its entirety.

Item 16.  Exhibits.

Regulation M-A Item 1016 (a) – (d), (f) and (g)

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(a)(1) Letter to Shareholders of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(2)  Notice of Special Meeting of Shareholders of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(3)  Preliminary Proxy Statement of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(4) Form of Proxy Card, filed with the SEC along with the Proxy Statement and incorporated herein by reference.

(a)(5)  Press release issued by Transport Corporation of America, dated October 26, 2005, regarding the Merger, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(a)(6)  Questions and Answers, made available by Transport Corporation of America to employees and drivers in hard copy and via a recorded message on October 27, 2005, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(a)(7)  Form of letter to customers of Transport Corporation of America sent on October 27, 2005, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(b)(1)  Debt Commitment Letter, dated October 26, 2005, by and among Goldner Hawn Johnson & Morrison Incorporated and LaSalle Business Credit, LLC.

(b)(2)  Equity Commitment Letter, dated October 26, 2005, by and among Marathon Fund Limited Partnership V and Patriot Holding.

(c)(1)  Fairness Opinion of Stephens Inc. dated as of October 26, 2005 incorporated herein by reference to Appendix D of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(c)(2)  Presentation of Stephens Inc. to the Special Committee of the Board of Directors of Transport America, dated October 26, 2005.

(d)(1)  The Agreement and Plan of Merger dated as of October 26, 2005, by and among Patriot Holding, Patriot Acquisition and Transport America incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(d)(2)  Voting Agreement dated as of October 26, 2005 among Transport America’s directors, in their capacity as shareholders, and Patriot Holding, Patriot Acquisition, and Transport America, incorporated herein by reference to Appendix B of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

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(d)(3)  Voting Agreement dated as of October 26, 2005 among Rutabaga Capital Management LLC, Wasatch Advisers, Inc., as investment adviser to the Wasatch Small Cap Value Fund and various separate accounts, and Patriot Holding, Patriot Acquisition, and Transport America, incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(f)Minnesota Statutes, Sections 302A.471 and 302A.473, incorporated herein by reference to Appendix E of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(g)Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRANSPORT CORPORATION OF AMERICA
By:	/s/ Michael J. Paxton	November 15, 2005
Name:	Michael J. Paxton
Title:	Chairman, Chief Executive Officer and President
GOLDNER HAWN JOHNSON & MORRISON
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Managing Director
PATRIOT HOLDING CORP.
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Chairman, Chief Executive Officer and President
PATRIOT ACQUISITION CORP.
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Chairman, Chief Executive Officer and President
MARATHON FUND LIMITED PARTNERSHIP V
By:	Miltiades Limited Partnership, its General Partner
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Manager
MILTIADES LIMITED PARTNERSHIP
By:	Marathon Ultimate GP, LLC, its General Partner
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Manager
MARATHON ULTIMATE GP, LLC
By:	/s/ Van Zandt Hawn	November 15, 2005
Name:	Van Zandt Hawn
Title:	Manager

EXHIBIT INDEX

(a)(1)Letter to Shareholders of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(2)Notice of Special Meeting of Shareholders of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(3)Preliminary Proxy Statement of Transport Corporation of America, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(a)(4)Form of Proxy Card, filed with the SEC along with the Proxy Statement and incorporated herein by reference.

(a)(5)Press release issued by Transport Corporation of America, dated October 26, 2005, regarding the Merger, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(a)(6)Questions and Answers, made available by Transport Corporation of America to employees and drivers in hard copy and via a recorded message on October 27, 2005, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(a)(7)Form of letter to customers of Transport Corporation of America sent on October 27, 2005, incorporated herein by reference to the Current Report on Form 8-K filed by Transport Corporation of America with the Securities and Exchange Commission on October 27, 2005.

(b)(1)Debt Commitment Letter, dated October 26, 2005, by and among Goldner Hawn Johnson & Morrison Incorporated and LaSalle Business Credit, LLC.

(b)(2)Equity Commitment Letter, dated October 26, 2005, by and among Marathon Fund Limited Partnership V and Patriot Holding.

(c)(1)Fairness Opinion of Stephens Inc. dated as of October 26, 2005 incorporated herein by reference to Appendix D of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(c)(2)Presentation of Stephens Inc. to the Special Committee of the Board of Directors of Transport America, dated October 26, 2005.

(d)(1)The Agreement and Plan of Merger dated as of October 26, 2005, by and among Patriot Holding, Patriot Acquisition and Transport America incorporated herein by reference to Appendix A of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(d)(2)Voting Agreement dated as of October 26, 2005 among Transport America’s directors, in their capacity as shareholders, and Patriot Holding, Patriot Acquisition, and Transport America,

incorporated herein by reference to Appendix B of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(d)(3)Voting Agreement dated as of October 26, 2005 among Rutabaga Capital Management LLC, Wasatch Advisers, Inc., as investment adviser to the Wasatch Small Cap Value Fund and various separate accounts, and Patriot Holding, Patriot Acquisition, and Transport America, incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(f)Minnesota Statutes, Sections 302A.471 and 302A.473, incorporated herein by reference to Appendix E of the Proxy Statement on Schedule 14A filed by Transport Corporation of America with the Securities and Exchange Commission on November 15, 2005.

(g)Not applicable.

EX-99.(B)(1)

Exhibit (b)(1)

October 26, 2005

Mr. Van Zandt Hawn

Managing Director

Goldner Hawn Johnson & Morrison Incorporated

3700 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-4128

Dear Mr. Hawn:

Goldner Hawn Johnson & Morrison Incorporated (“GHJ&M”) has requested that LaSalle Business Credit, LLC (or an affiliate thereof, “LaSalle”) provide a $119,000,000 secured credit facility (the “Facility”), consisting of a $30,000,000 revolving credit facility, up to a $40,000,000 tractor term loan facility (the “Term A Loan”), up to a $44,000,000 trailer term loan facility (the “Term B Loan”), and a separate $5,000,000 term loan facility (the “Term C Loan”), to an entity (the “Buyer”) under the control of GHJ&M (or an affiliate thereof) to be formed for the purpose of acquiring 100% of the issued and outstanding capital stock of Transport Corporation of America (the “Target,” with the resulting operating company and its subsidiaries, being hereinafter referred to collectively as the “Borrower”) (such transaction being referred to herein as the “Acquisition”).  The Facility would be secured by all assets of the Borrower and would be fully-guaranteed and secured by the Buyer, including by a pledge of the Buyer’s equity interest in the Borrower.  The proceeds of the Facility would be used to fund (i) the Acquisition, and (ii) ongoing working capital requirements and general corporate purposes of the Borrower.  LaSalle is pleased to confirm by this letter agreement its commitment to provide the Facility and to act as agent and arranger (the “Agent”) for the Facility, in each case, subject to the terms and conditions set forth herein and in the Summary of Indicative Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”) and upon such other terms and conditions to be mutually agreed upon.

The terms, conditions, covenants, representations, warranties and other provisions will be contained in the definitive legal documentation (the “Transaction Documents”) for the Facility. Notwithstanding anything contained herein to the contrary, this letter agreement and the Term Sheet are intended merely to be indicative of the principal terms of the Facility and do not purport to specify all of the terms, conditions, representations and warranties, covenants and other provisions that will be contained in the final Transaction Documents.  Subject to the limitations set forth herein and in the Term Sheet, LaSalle will have the right to require that the Transaction Documents include, in addition to the provisions outlined herein and in the Term Sheet, provisions considered customary for this type of transaction or to facilitate the syndication of the Facility.

The final closing of the Facility and of LaSalle’s commitment hereunder is subject to (i) the negotiation, execution and delivery of the Transaction Documents (including customary opinions of counsel) on terms and in form and substance satisfactory to LaSalle and its counsel;

Mr. Van Zandt Hawn
Goldner Hawn Johnson &
Morrison Incorporated
October 26, 2005

(ii) there not having occurred (x) a disruption in the financial, banking or capital market conditions that results in a material adverse effect on the primary or secondary syndication markets or (y) since December 31, 2004, a Material Adverse Change (as defined in the Term Sheet); (iii) the satisfaction of all closing conditions set forth in the Transaction Documents, including the completion of the Acquisition in accordance with the terms of the agreements that have been reviewed by and are acceptable to LaSalle; (iv) LaSalle’s completion and satisfaction of its collateral appraisals and field audits and LaSalle’s counsel’s completion of, and LaSalle’s and such counsel’s satisfaction with, the result of the legal review relating to the Target, its subsidiaries, their assets and the Acquisition (collectively, the “Field Work”); it being agreed that deficiencies from LaSalle’s perspective with respect to the results of its collateral appraisals and field audits shall, to the extent the other conditions to closing set forth herein and in the Term Sheet can otherwise be satisfied, be addressed by modifications to advance rates, reserves and eligibility criteria applicable to the collateral; (v) the accuracy in all material respects of all representations made by the Borrower and the Buyer, and GHJ&M’s, the Borrower’s and the Buyer’s compliance with the terms of this letter agreement (including the attached Term Sheet); (vi) the execution and delivery by GHJ&M of the fee letter attached hereto as Exhibit B (the “Fee Letter”); (vii) the payment in full of all fees, expenses and other amounts due and payable under this letter agreement (including the Term Sheet and the Fee Letter); and (viii) the closing of the Facility on or prior to the date occurring 180 days after the Commitment Acceptance (as defined below) (such date being the “Commitment Termination Date”).

GHJ&M hereby represents and covenants that (a) all information (other than the Projections (as defined below)) (the “Information”) that has been or will be made available to LaSalle by or on behalf of GHJ&M, the Buyer, the Borrower or any of representatives thereof (in each case, with respect to Information furnished to LaSalle prior to the date of commencement of the syndication of the Facility, as supplemented from time to time prior to such date) is or will be complete and correct in all material respects and does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made and (b) all financial projections (the “Projections”) that have been or will be made available to LaSalle by the Buyer, the Borrower or any representatives thereof have been or will be prepared in good faith based upon assumptions the Buyer or the Borrower, as applicable, believe to be reasonable.  GHJ&M understands that in arranging and syndicating the Facility, LaSalle may use and rely on the Information and the Projections without independent verification thereof.

To assist LaSalle in its syndication efforts, GHJ&M agrees to provide, and to cause the Buyer and the Borrower to provide, upon LaSalle’s request all information reasonably deemed necessary by LaSalle to successfully complete the syndication of the Facility.  GHJ&M authorizes LaSalle to commence syndication efforts immediately and agrees to actively assist LaSalle, and to cause the Buyer and the Borrower to actively assist LaSalle, in achieving a “successful syndication” (as defined below).  LaSalle reserves the right (in consultation with GHJ&M) to allocate the commitments offered by the Lenders.

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GHJ&M hereby agrees that LaSalle shall have the exclusive right to structure, arrange and syndicate the financing contemplated by the Facility and that no additional agents, co-agents or arrangers will be appointed, or other titles allocated, without LaSalle’s prior written consent.  GHJ&M also agrees that, without the consent of LaSalle, none of GHJ&M, the Buyer or the Borrower will, directly or indirectly, through any officer, director, agent, sponsor, stakeholder or otherwise, solicit, initiate or knowingly encourage submission of proposals or offers from any person or entity relating to the financing contemplated by the Facility, or participate in any negotiations regarding or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other person or entity to do or seek any of the foregoing.  GHJ&M will, and will cause the Buyer and the Borrower to, (a) provide LaSalle with sufficient information, including financial projections, to enable LaSalle to prepare an information package describing the Target and the Borrower and (b) make management of GHJ&M, the Target and the Borrower available for one or more Lenders’ meetings to be held by LaSalle during the syndication process.  LaSalle shall be expressly permitted to distribute any and all documents and information, including via Interlinks, relating to the transactions contemplated hereby and received from GHJ&M, the Buyer, the Borrower or any other source to any potential Lender, participant or assignee on a confidential basis for the purposes of syndicating or assigning interests in the Facility.

LaSalle is willing to close and fund the Facility prior to syndication, and neither LaSalle nor any of its affiliates (x) can provide any assurance that such a syndication can be arranged or (y) shall have any liability should a syndication not be effected.  If less than the required commitments are obtained to satisfy a “successful syndication” or if LaSalle determines that a “successful syndication” would not otherwise be reasonably and timely attainable, GHJ&M agrees to, and shall cause the Buyer and the Borrower to enter into, such modifications to the terms of the Facility as LaSalle may request (including modifications to the pricing, structure, terms or amount of the Facility) in order to complete the “successful syndication” of the Facility; provided, that the maximum amount by which pricing on the Facility set forth herein and in the Term Sheet may be increased within 90 days of the Commitment Acceptance to effect such syndication is 1.00% per annum at each pricing level (after which time (including upon the expiration of any commitment of a proposed lender) no such limitation shall be in effect).  For purposes hereof, a “successful syndication” means that LaSalle has reduced (and such reduction remains in effect) its aggregate target hold and/or commitment level to an amount no greater than $35,000,000.

If any of the conditions to which LaSalle’s commitment is subject (as set forth in this letter agreement and the Term Sheet) are not met and completed to LaSalle’s satisfaction, LaSalle may terminate its commitment under this letter agreement and all obligations undertaken by it hereunder shall thereupon be terminated and discharged, without discharging the obligations and liabilities of GHJ&M hereunder.

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By its acceptance hereof, and whether or not the transactions contemplated hereby are ever consummated, GHJ&M hereby agrees as follows:

(a)           GHJ&M will promptly reimburse LaSalle for all reasonable out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel, environmental consultants, property and equipment appraisers and other advisors or consultants of or for LaSalle and reasonable out-of-pocket expenses for LaSalle’s personnel) incurred by LaSalle in connection with the Field Work, the preparation of Transaction Documents and the syndication efforts performed in connection with the contemplated Facility; it being agreed that, concurrently with its execution of, and as a condition to the effectiveness of, this letter agreement, GHJ&M shall remit a deposit to LaSalle in an amount equal to $50,000.00 (the “Good Faith Deposit”), for application to all such reasonable out-of-pocket costs, fees and expenses (with any excess being credited to the upfront fee payable to LaSalle in accordance with (and as described in) the Fee Letter or if the Facility does not close, refunded to GHJ&M upon the conclusion of the transactions);

(b)           GHJ&M will defend, indemnify and hold harmless LaSalle, each other lender or prospective lender under the Facility and each of the foregoing’s respective affiliates, directors, officers, employees, attorneys and agents (each an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, claims, actions, suits, proceedings, damages or expenses including amounts paid in settlement, legal fees (including reasonable attorneys’ fees and expenses) and defense costs, incurred by any of them arising out of, relating to, or by reason of any environmental matters, investigation, litigation, proceeding or otherwise relating to, the commitment hereunder, the Transaction Documents, the Acquisition or any loan or extension of credit made or proposed to be made hereunder, including, without limitation, any such losses, costs, fees and expenses incurred in connection with investigating or defending against any liability or action (whether or not such indemnified party is a party thereto), but excluding any such losses. costs, fees and expenses resulting from the gross negligence or willful misconduct of such Indemnified Party (the “Indemnified Obligations”).

(c)           Unless and until superseded by the indemnity and reimbursement provisions of definitive Transaction Documents, whether or not definitive Transaction Documents are executed or any loans the subject thereof are ever made or any of the conditions precedent to any such loans are ever satisfied, GHJ&M’s obligations under clauses (a) and (b) above, and with respect to confidentiality as set forth below, shall in each case survive the termination of this letter agreement or the commitment hereunder and shall continue and be and remain absolute obligations of GHJ&M.

The agreements of LaSalle hereunder are issued solely to, and shall be enforceable solely by, GHJ&M and may not be relied upon, assigned or otherwise transferred to, or enforced by, any other person, without LaSalle’s prior written consent.  Neither LaSalle nor any other lender, potential lender or any other Indemnified Party shall be liable under this letter agreement nor under any of the Transaction Documents or in respect of any act, omission, or event relating to

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the transactions contemplated hereby or thereby, on any theory of liability for any special, indirect, consequential, exemplary or punitive damages.

This letter agreement (including the Term Sheet attached hereto) is for GHJ&M’s and the Buyer’s use only and is being delivered in reliance on the understanding that they will not be disclosed by GHJ&M, the Buyer or any of the foregoing’s affiliates or agents to any other person, other than (i) in confidence to their accountants, attorneys and other advisers and (ii) after the Commitment Acceptance, with the consent of LaSalle after its receipt of assurances of the confidentiality thereof from the Target, to the Target and its advisors, in either case, for purposes related to the transactions contemplated hereby, except where disclosure is required by law; it being agreed that no person other than GHJ&M shall be entitled to rely hereon.

IF THIS LETTER AGREEMENT BECOMES THE SUBJECT OF A DISPUTE, EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY.

Except as expressly set forth or contemplated herein or in the Term Sheet, this letter may not be modified or otherwise changed except pursuant to a written agreement signed by LaSalle and GHJ&M.

The agreements herein by GHJ&M (i) shall inure to the benefit of and be enforceable by LaSalle and, in respect of indemnification, by LaSalle and all lenders or potential lenders under the Facility and, in each case, by any such person’s respective affiliates, directors, officers, employees, attorneys and agents, and, in each instance, by such person’s heirs, successors and assigns and (ii) shall be binding upon each of GHJ&M, the Buyer their respective successors and assigns.

This letter agreement shall be governed by and construed in accordance with the internal laws (as distinguished from the choice of law provisions) of the State of Illinois.  In connection with any action, suit or proceeding relating to or arising out of the transactions contemplated pursuant to this letter agreement, all parties hereto hereby consent to the exclusive jurisdiction of any state or federal court located in the Northern District of Illinois or the City of Chicago, Illinois, and hereby waive any objection based on inconvenience or otherwise to the jurisdiction of any such court in connection with any such proceeding.

By execution of this letter agreement, the GHJ&M, on behalf of the Buyer, hereby authorizes the Agent to pre-file Uniform Commercial Code financing statements (and amendments thereto) against the Buyer covering the collateral to be covered by the Transaction Documents including, by way of description, with terms such as “all assets of Debtor” or “all personal property of Debtor”, in each case, in such jurisdictions as deemed necessary or desirable by the Agent.

This letter agreement supersedes all prior discussions and agreements, if any, and sets forth exhaustively the sole and complete agreement of LaSalle in respect of the transactions contemplated hereby, and the Term Sheet and the Fee Letter are integral parts of this letter

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agreement.  LaSalle’s commitment will expire at 5:00 p.m. (Chicago time) (i) on October 26, 2005, unless, by that time and date, LaSalle shall have received, at its address set forth above, a copy of this letter agreement and the Fee Letter (each, with no changes) executed by GHJ&M, together with the Commitment Fee (as such term is defined in the Fee Letter) and the Good Faith Deposit (each such fee, paid in immediately available funds by wire transfer to the account set forth on Exhibit C attached hereto) (the “Commitment Acceptance”) and (ii) on the Commitment Termination Date, if by that date the Facility has not closed.

We are pleased to have been given the opportunity to assist you in connection with this important transaction.

		Very truly yours,
		LASALLE BUSINESS CREDIT, LLC
		By:	/s/ Mark Fowle
			Name: Mark Fowle
			Title: First Vice President
Accepted and agreed to on October 26, 2005
GOLDNER HAWN JOHNSON &
MORRISON INCORPORATED
By:	/s/ Van Zandt Hawn
	Name: Van Zandt Hawn
	Title: Managing Director

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Exhibit A

See attached Summary of Indicative Terms and Conditions.

Project Patriot

SUMMARY OF INDICATIVE TERMS AND CONDITIONS

October 26, 2005

Company:	Patriot (the “Company”) immediately following the Acquisition (defined below).
Loan Parties:	Holdings (defined below), the Company and each of its subsidiaries (either as co-borrowers or guarantors as determined appropriate by the Administrative Agent (as defined below).
Agents:	LaSalle Business Credit, LLC (“LaSalle”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
Arranger:	LaSalle.
Lenders:	A syndicate of financial institutions (including LaSalle) and other accredited investors arranged by the Administrative Agent in consultation with the Company and the Sponsor (defined below).
Sponsor:	Goldner Hawn Johnson & Morrison Incorporated.
Facilities:	Senior secured credit facilities (the “Facilities”) in the aggregate amount of up to $119.0 million, consisting of the following: (a)A $30.0 million revolving credit facility (the “Revolver”), with a subfacility for letters of credit issued by LaSalle Bank National Association (“LaSalle Bank”) or one of its affiliates (the “Issuing Lender”) in an amount equal to $10.0 million; (b)Up to a $40.0 million tractor term loan facility (the “Term A Loan”); (c)Up to a $44.0 million trailer term loan facility (the “Term B Loan” and, together with the Term A Loan, the “Rolling Stock Term Loans”); and (d)A $5.0 million term loan facility (the “Term C Loan” and together with the Rolling Stock Term Loans, the “Term Loans”).
Maturity:	(a)Five years from the closing date. (b)Five years from the closing date. (c)Five years from the closing date. (d)Two years from the closing date.
Purpose:	To (a) finance the acquisition of the Company by the Sponsor (the

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	“Acquisition”), including related fees and expenses and (b) provide for the working capital requirements and general corporate purposes of Company and, to the extent permitted, its subsidiaries.
Revolver Availability:	Availability under the Revolver will be based on a borrowing base formula, which will include an advance rate of up to 85% on net eligible accounts receivable.  Eligibility definitions and advance rates shall be defined and confirmed by the Administrative Agent’s collateral examinations and field audits, in each case subject to reserves reasonably established by the Administrative Agent.  Outstanding letters of credit will be reserved against availability.  Borrowings under the Revolver shall be governed by a monthly borrowing base certificate.  If availability under the Revolver falls below $8,000,000, a weekly borrowing base certificate will be required for three months following the last date upon which availability was below such amount.
Rolling Stock Term Loan Availability:	Availability under the Term A Loan will be based on the lesser of (a) 90% of the net orderly liquidation value (“NOLV”) of specific tractors (the “Included Tractor Rolling Stock”) as determined by the appraisal thereof required as a condition precedent to closing (a “Closing Appraisal”) and (b) $40,000,000. Availability under the Term B Loan will be based on the lesser of (a) 90% of the NOLV of the specified trailers (the “Included Trailer Rolling Stock” and, together with the Included Tractor Rolling Stock, the “Included Rolling Stock”) as determined by the Closing Appraisal and (b) $44,000,000.
Amortization:	The Term A Loan will amortize on a straight line basis over five (5) years with monthly payments due on the last day of each month. The Term B Loan will amortize on a straight line basis over seven (7) years with monthly payments due on the last day of each month, and the remaining principal balance due on the maturity date. The Term C Loan will amortize on a straight line basis over two (2) years with monthly payments due on the last day of each month.
Fees and Interest Rates:	See Annex I and the Fee Letter.
Voluntary Prepayments and Commitment Reductions:	The Company may prepay amounts outstanding under the Facilities in whole or in part (in minimum amounts to be agreed upon), with prior notice but without premium or penalty (but subject to payment of costs associated with breakfunding on LIBOR loans); provided that no prepayments of the Term C Loan shall be permitted at any

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time that availability, as calculated immediately before and after such prepayment, would be less than $8,000,000.  Voluntary prepayments of the Term Loans shall be applied against remaining scheduled installments of such loan which is the subject of such prepayment on a pro rata basis.  The Company may reduce commitments under the Revolver upon advance notice and in minimum amounts to be agreed upon.

Mandatory Prepayments:

Upon any sale, lease, refinancing, casualty loss or material mechanical failure of any Included Rolling Stock (each, a “Disposition”), mandatory prepayment of the Facilities from the net cash proceeds thereof (after deduction of reasonable costs of sale) will be required as follows: (i) in an amount equal to 100% of the Adjusted NOLV (defined below) of the Included Rolling Stock included in such Disposition, to the prepayment of the applicable Rolling Stock Term Loan relating to the Included Rolling Stock which is the subject of such Disposition, (ii) the excess, if any, to the prepayment of the Term C Loan, and (iii) any remaining excess, to the prepayment of the Revolver (without reduction of the Revolver Commitment).  “Adjusted NOLV” shall equal (a) in the case of Included Tractor Rolling Stock, (1) the NOLV of the Included Tractor Rolling Stock as set forth in the Closing Appraisal, less (2) an amount equal to 1/60 of such amount for each month which has elapsed since the closing date and in respect of which scheduled principal payments in respect of the Term A Loan have been made and (b) in the case of Included Trailer Rolling Stock, (i) the NOLV of the Included Trailer Rolling Stock as set forth in the Closing Appraisal less (ii) an amount equal to 1/84 of such amount for each month which has elapsed since the closing date and in respect of which scheduled principal payments in respect of the Term B Loan have been made.  Any shortfall between the required Rolling Stock Term Loan prepayment and the net cash proceeds received by the Company in connection with the Disposition of Included Rolling Stock shall be immediately paid by the Company; provided, however, that the Company shall not be permitted to sell any Included Rolling Stock for less than 85% of the Adjusted NOLV without the Administrative Agent’s prior written consent. From and after the closing date, the Administrative Agent may perform supplemental appraisals on the Included Rolling Stock.  If and to the extent that the principal balance of either of the Rolling Stock Term Loans exceeds 90% of the Adjusted NOLV (as calculated using the NOLV of such equipment as determined in accordance with such supplemental appraisal in place of the closing date NOLV), the Company shall immediately prepay such excess.

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	Mandatory prepayments of the Facilities will be required in an amount equal to 100% of the net cash proceeds from the issuance of debt (other than permitted purchase money debt, including refinancings of existing Rolling Stock Term Loans) or equity (subject to exceptions to be determined).  Such mandatory prepayments will be applied (i) to the repayment of the Term C Loan, (ii) then, pro-rata against the Rolling Stock Term Loans, and (iii) any excess thereof to the Revolver (without reduction of the Revolver commitment). Other mandatory prepayment provisions will include excess cash flow recapture (for the Term C Loan only) and overadvance reductions (for the Revolver). All mandatory prepayments of the Term Loans will be applied to the installments of the applicable loan balancein inverse order of maturity and no such prepayment may be reborrowed.
Security:	The Facilities will be secured by a first priority security interest in substantially all existing and after acquired assets (both real and personal and subject to a carve-out for purchase money obligations), of the Loan Parties and all products and proceeds thereof and shall include an assignment of all rights and remedies under the Acquisition Documents (as defined below).  The Loan Parties will authorize the filing of UCC financing statements prior to closing of the Facilities.  The Facilities will be secured by a first priority pledge of all outstanding equity securities of the Loan Parties and their subsidiaries (other than the capital securities in Holdings).  There will be a negative pledge on all real property of the Loan Parties.
Guarantees:	The Facilities will be guaranteed by all subsidiaries of the Company and by any holding company formed to hold the Company’s equity securities (“Holdings”).  Holdings shall be a single purpose entity, conduct no business other than ownership of the equity securities of the Company and incur no indebtedness except as permitted by the loan documents.

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Lockbox Collections/Disbursement:

Payments from all of the Company’s customers shall be mailed directly to a lockbox at LaSalle.  The Administrative Agent shall, within one and one quarter business days after receipt of the collected funds, apply such collections against loans outstanding under the Revolver.  The Loan Parties shall maintain all of their bank accounts (other than zero balance payroll accounts and de minimis petty cash accounts) with the LaSalle Bank.

Initial Conditions:

The closing of the Facilities will be subject to the following closing conditions, all in form and substance satisfactory to the Administrative Agent: (a)The Administrative Agent shall have received executed copies of the credit agreement and the other loan documents and all conditions to the initial borrowing thereunder shall have been satisfied.  Such loan documents shall include conditions precedent, representations, warranties, affirmative, negative and financial covenants, Administrative Agent and Lender indemnity and reimbursement provisions, events of default, remedies, and other customary provisions. (b)The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the closing date. (c)The Company shall have received at least $25.0 million in proceeds from the issuance of equity from the Sponsor and other investors on terms and conditions satisfactory to the Administrative Agent.  The Administrative Agent shall have received satisfactory evidence that (i) the sum of (x) the aggregate purchase price of the Acquisition and (y) the amount required to refinance all existing debt of the Loan Parties shall not exceed $125.0 million and (ii) the aggregate fees and expenses with respect to the Acquisition will not exceed $7.0 million. (d)The Loan Parties shall have no debt other than the Facilities and such other debt acceptable to the Administrative Agent.  The Administrative Agent shall have received, reviewed and approved the sources and uses of funds relating to the financing and the Acquisition; it being acknowledged and agreed that the sources and uses of such funds as set forth in Annex II hereto are acceptable to the Administrative Agent and, to the extent actual sources and uses are confirmed by the Loan Parties as of the Closing Date as being materially

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consistent with such annex, this condition shall be deemed satisfied.

(e)After giving effect to the Acquisition, the funding of the loans at closing and payment of all costs and expenses, the Company shall have availability under the Revolver of not less than $10.0 million.

(f)The Administrative Agent shall have received (a) a field audit examination by an independent third party satisfactory to the Administrative Agent and (b) a reconciliation and update conducted reasonably prior to the closing date of the previously delivered appraisal of Included Rolling Stock by Taylor & Martin; it being agreed that deficiencies from the Administrative Agent’s perspective with respect to the results of its collateral appraisals and field audits shall, to the extent the other conditions to closing set forth herein and in the Commitment Letter can otherwise be satisfied, be addressed by modifications to advance rates, reserves and eligibility criteria applicable to the collateral.

(g)The Administrative Agent shall have received (i) audited consolidated financial statements for the Company and its subsidiaries for the fiscal years ending December 31, 2002, 2003 and 2004 and (ii) unaudited interim consolidated financial statements for the Company for each fiscal month and quarterly period ended after the latest fiscal year referred to in clause (i) above; it being acknowledged that the Administrative Agent has received on or prior to the date hereof all such financial statements through September 30, 2005.

(h)The Administrative Agent shall have received a pro forma consolidated balance sheet of the Company and its subsidiaries giving effect to the Acquisition as if such transactions had occurred on such date, which is consistent in all material respects with the sources and uses previously described to the Administrative Agent and the forecasts previously provided to the Administrative Agent; it being agreed that such a pro forma consolidated balance sheet has been delivered to and approved by the Administrative Agent and, subject to the occurrence of any event which would render such statement materially misleading, delivery of such pro forma financial statement shall satisfy this condition.

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(i)The Administrative Agent and the Lenders shall have received projected income statements, balance sheets and cash flow statements prepared by the Company and giving effect to the Facilities and the use of proceeds therefrom; it being agreed that such projections have been delivered to and approved by the Administrative Agent and, subject to any event subsequent to the date of such statement which would render such statements materially misleading, delivery of such projected financial statements shall satisfy this condition; provided that in connection with the syndication of the Facility, the Administrative Agent may request periodic updates to such projections as it deems reasonably necessary or desirable to assist in such syndication.  Such financial projections shall be prepared on a monthly basis for fiscal year 2006 and on an annual basis thereafter.

(j)All documents and instruments required to perfect the Administrative Agent’s security interest in the collateral under the Facilities shall have been executed and be in proper form for filing, including if and to the extent requested by the Administrative Agent, mortgages on the Loan Parties’ real property.

(k)The Administrative Agent shall have received the results of recent tax, judgment, UCC, intellectual property and title lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by the credit agreement and liens securing debt to be paid-off at the closing of the Acquisition pursuant to payoff letters in form and substance satisfactory to the Administrative Agent.

(l)The Administrative Agent shall be reasonably satisfied with the insurance program to be maintained by the Loan Parties and shall have received endorsements to the Loan Parties’ insurance policies naming the Administrative Agent as loss payee and proof of such insurance naming the Administrative Agent as additional insured, in each case, in form and substance satisfactory to the Administrative Agent; it being acknowledged that the Loan Parties’ current insurance coverages and policy limits are acceptable to the Administrative Agent and the Lenders.

(m)If requested, the Administrative Agent shall have received a solvency certificate from the chief financial officer of the

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Company or a third-party valuation firm reasonably acceptable to the Administrative Agent which shall document the solvency of Holdings and its subsidiaries after giving effect to the Acquisition and the other transactions contemplated hereby.

(n)The Administrative Agent shall have received such legal opinions as are customary and/or that the Administrative Agent may reasonably request.

(o)The Administrative Agent shall be satisfied that, since December 31, 2004, there has been no Material Adverse Change (as defined below).  As used herein, “Material Adverse Change” means any event, change effect, condition, occurrence or development, individually or in the aggregate with such other events, changes, effects, conditions, occurrences or developments, which would have or would reasonably be expected to have a material adverse effect on (i) the business, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or condition (financial or otherwise) of the Loan Parties and their subsidiaries (taken as a whole) or (ii) the ability of the Loan Parties to consummate the Acquisition or the transactions contemplated hereby; provided, however, that a Material Adverse Change shall not include any event, change, effect condition, occurrence or development directly or indirectly arising out of or attributable to (1) conditions, events, or circumstances generally affecting the economy as a whole or the Company’s industry as a whole, but only to the extent that any such condition , event or circumstance does not have a disproportionate effect on the Company as compared to its competitors, (2) any event, change, effect, condition, occurrence or development resulting from or arising out of the public announcement of the execution of the Acquisition Documents (including that certain Agreement and Plan of Merger relating thereto (the “Merger Agreement”)) or the transactions contemplated thereby or (3) any event, change, effect, condition, occurrence or development caused by the taking of any action required by the Merger Agreement or the taking of any action by the “Seller” thereunder that has been approved by Holdings (and as to such approval by Holdings, the Administrative Agent has consented); and provided, further, that it is agreed that changes in the reported financial performance of the Company and its subsidiaries between December 31, 2004 and the reported results of operations as

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set forth in its quarterly balance sheet, income statement and statement of cash flows delivered to the Administrative Agent prior to the date hereof for the quarter ended September 30, 2005 shall not constitute such a Material Adverse Change.

(p)The Administrative Agent shall be satisfied with the results of its counsel’s legal review relating to the Company, its subsidiaries, their assets and the Acquisition.

(q)The Administrative Agent shall have received such other documents, agreements, certificates and opinions to be executed or delivered, or relating to the transactions contemplated, on or prior to the closing date as the Administrative Agent may reasonably request and as are customary in connection with lending transactions similar to that contemplated hereby or the syndication thereof.

(r)The Loan Parties shall have obtained all governmental and third party approvals necessary in connection with the Acquisition, the financing contemplated hereby and the continuing operations of the Loan Parties on terms reasonably satisfactory to the Administrative Agent, such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing thereof contemplated by the Facilities, except for such governmental and third party approvals the failure to obtain which could not individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities, properties, results of operations or prospects of the Loan Parties taken as a whole.

(s)The Acquisition shall have been or shall concurrently be consummated in accordance with applicable law and on terms consistent with the Acquisition Documents (as such term is defined below).  The documentation relating to the Acquisition (collectively, the “Acquisition Documents”) shall have terms and conditions reasonably satisfactory to the Administrative Agent, and no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any material respect; it being acknowledged that (without limiting (x) the Administrative Agent’s and its counsel’s rights to complete

9

	and be satisfied with the results of the Field Work (as defined in the Commitment Letter) and (y) the satisfaction of the other conditions set forth herein and in the Commitment Letter, and without confirming the accuracy or completeness of any of the disclosures, representations or undertakings therein), the Administrative Agent hereby approves the consummation of the Acquisition on the terms set forth in the Merger Agreement.
Ongoing Conditions:	The making of each extension of credit shall be conditioned upon (a) the accuracy of all representations and warranties in the credit agreement and the other loan documents and (b) there being no default or event of default in existence at the time of, or after giving effect to the making of, such extension of credit.
Representations and Warranties:	Those representations and warranties customarily found in credit agreements for transactions of this nature or as reasonably requested by the Administrative Agent to address specific issues relating to the Loan Parties and/or the transactions contemplated hereby.
Affirmative Covenants:	Those affirmative covenants customarily found in credit agreements for transactions of this nature or as reasonably requested by the Administrative Agent to address specific issues relating to the Loan Parties and/or the transactions contemplated hereby.
Negative Covenants:	Those negative covenants customarily found in credit agreements for transactions of this nature or as reasonably requested by the Administrative Agent to address specific issues relating to the Loan Parties and/or the transactions contemplated hereby.
Financial Covenants:	To include, without limitation, the following financial covenants (with covenant levels to be determined): •Minimum Fixed Charge Coverage Ratio (the ratio of (i) EBITDAR less cash taxes less unfinanced capital expenditures to (ii) the sum of scheduled principal payments, cash interest expense and rents) (tested quarterly); The above financial covenant will not be tested in the event that availability exceeds $15.0 million at all times during the quarter then ended and for which such compliance is proposed to be tested.
Events of Default:	Those events of default customarily found in credit agreements for transactions of this nature or as reasonably requested by the Administrative Agent to address specific issues relating to the Loan

10

	Parties and/or the transactions contemplated hereby.
Expenses; Indemnification:	Upon acceptance of this Term Sheet, the Company agrees to pay all reasonable costs and expenses associated with the preparation, due diligence, administration, syndication and enforcement of all documentation executed in connection with the Facilities, including, without limitation, legal fees of counsel to LaSalle, the Administrative Agent and Collateral Agent regardless of whether or not the Facilities close. The Company shall indemnify the Administrative Agent, the Collateral Agent, the Lenders and each of their respective directors, officers, affiliates, employees and agents from and against all losses, liabilities, claims damages or expenses relating to the Facilities and the Company’s use of the Facilities, including, without limitation, reasonable attorneys’ fees and settlement costs, except to the extent that such losses, liabilities, claims, damages or expenses are incurred by reason of the gross negligence or willful misconduct of the applicable indemnified person, as determined by a final, nonappealable judgment by a court of competent jurisdiction.
Taxes and Yield Protection:	The Company will indemnify the Lenders for withholding taxes.  The definitive loan documents will also contain customary tax gross-up, yield protection and breakage provisions.
Disclosure of Information:	LaSalle may provide to industry trade organizations information with respect to the Facilities that is necessary and customary for inclusion in league table measurements.
Voting:	Required Lenders shall be equal to 50.1% or more of commitments under the Facilities, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount of, or extensions of the scheduled date of amortization or final maturity of, any loan, (ii) reductions in the rate of interest or any fee or extensions of any due date therefore, and (iii) increases in the amount or extension of the expiry date of any Lender’s commitments and (b) the consent of 100% of the Lenders shall be required with respect to (i) modifications of the voting percentages and rights, (ii) releases of all or substantially all of the guarantees or all or substantially all of the collateral, (iii) increases to the advance rates in respect of the borrowing base and (iv) increases to the commitment or extensions to the time of payment of the loans.
Assignments and Participations:	Each Lender may at any time sell assignments in the Facilities to

11

	eligible financial institutions or commercial banks in minimum amounts of $5.0 million (or, if less, the remaining portion of all of such Lender’s loans and commitments) subject to the consent of the Administrative Agent, the Issuing Lender (for assignments of the Revolver only) and (so long as no event of default has occurred and is continuing) the Company (which shall not be unreasonably withheld or delayed).   Each Lender may sell participations in all or any part of the Facilities, provided such participants shall only have voting rights with respect to certain customary or affected Lender consent items.
Governing Law and Forum:	The loan documents will be governed by Illinois law.  The Loan Parties will submit to the jurisdiction and venue of the federal and state courts located in Cook County in the State of Illinois and will waive any right to trial by jury.
Counsel to the Administrative Agent:	Jenner & Block LLP.

The term sheet does not attempt to describe all of the terms, conditions and requirements that would pertain to the Facilities, but rather is intended to outline certain basic items around which the Facilities will be structured.  This term sheet is not intended to limit the scope of discussion or negotiation of any and all matters not inconsistent with the specific matters set forth herein.

12

Annex I

Interests and Certain Fees

Interest: Loans will bear interest at a rate per annum over the Base Rate or the LIBOR Rate according to the Pricing Grid set forth below based on the most recent quarter end Fixed Charge Coverage Ratio.  Minimum pricing on the closing date shall be set at Level II and, until receipt by the Administrative Agent of quarterly financial statements of the Company and its subsidiaries for the period ending June 30, 2006 as required by the credit agreement, shall be set no higher than Level II (i.e., pricing levels during such period may not move to Level III, but may move to Level I, as results may warrant). Loans outstanding under the Term C Loan will bear interest at a rate per annum of 1.75% over the Base Rate or 3.25% over the LIBOR Rate.

Pricing Grid

Level	Fixed Charge Coverage Ratio	LIBOR Margin	Base Rate Margin	Letter of Credit Fee
I	> TBD	225 bps	75 bps	225 bps
II	> TBD and < TBD	200 bps	50 bps	200 bps
III	< TBD	175 bps	25 bps	175 bps

LIBOR Rate:  The London Interbank Offered Rate (“LIBOR”) as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) for deposits in dollars for one, two,  three or six month periods (“Interest Periods”) as offered at 11:00 a.m. London time two (2) business days prior to the borrowing date (or three (3) business days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding business day), adjusted for statutory reserve requirements.

Base Rate:  The higher of (a) the rate publicly announced from time to time by the Administrative Agent as its “prime rate” and (b) the Federal Funds Rate plus 0.5% per annum.

13

Calculations:	All calculations of interest and fees will be made on the basis of a 360-day year and actual days elapsed.
Interest Payments:	Interest will be payable monthly in arrears on the last day of each calendar month on Base Rate loans and on the last day of each Interest Period in the case of LIBOR loans (and, in the case of a LIBOR loan having a six-month Interest Period, on the three month anniversary of the first day of such Interest Period).
Non-Use Fee:	A Non-Use Fee at a rate per annum of 0.375% will be payable on the daily unutilized portion of the Revolver.  Such fee will be payable quarterly in arrears on the last day of each calendar quarter.  The undrawn amount of letters of credit will count as utilization of the Revolver for purposes of calculating this fee.
Letter of Credit Fees:	A letter of credit fee at a rate per annum determined by reference to the Pricing Grid will be payable on the daily stated amount of all outstanding letters of credit.  Such fee will be payable quarterly in arrears on the last day of each calendar quarter.  In addition, the Company will pay the Issuing Lender for its own account for each Letter of Credit (a) a fronting fee in the amount separately agreed to between the Company and the Issuing Lender and (b) such other standard issuance, negotiation, processing and/or administration fees as may be charged by the Issuing Lender.
Default Rate:	Upon the occurrence and during the continuance of a default, unless the Required Lenders otherwise consent, the obligations under the Facilities will bear interest at a rate equal to an additional two percent (2%) per annum over the rate otherwise applicable, with such interest payable on demand.  Imposition of the default rate will be automatic for payment and insolvency defaults.

14

EX-99.(B)(2)

Exhibit (b)(2)

Goldner Hawn Johnson & Morrison
Incorporated
3700 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4128
612/338.5912
Fax 612/338-2860

October 26, 2005

Patriot Holding Corp.

c/o Goldner Hawn Johnson & Morrison Incorporated

3700 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402

Dear Sirs:

This letter memorializes the commitment of Marathon Fund Limited Partnership V to invest up to $30,000,000 in the Common Stock of Patriot Holding Corp. (“Patriot Holding”) to finance the acquisition of Transport Corporation of America, Inc. (“TCAM”) in accordance with the Agreement and Plan of Merger among Patriot Holding, Patriot Acquisition Corp. and TCAM dated October 25, 2005 (the “Agreement”).

Our commitment to purchase the Common Stock is subject to the execution and delivery of appropriate documentation as to our subscription and to the completion of the debt financing referred to in Section 6.04 of the Agreement.

Patriot Holding, by acceptance of this commitment, agrees to pay or reimburse, or cause Patriot Acquisition Corp. to pay or to reimburse, our sponsor, Goldner Hawn Johnson & Morrison Incorporated, for all out-of-pocket expenses incurred in connection with this transaction.

This commitment will remain in force for a period of one week from the date hereof and, if not accepted by Patriot Holding prior to the conclusion of such time, will then expire.

Very truly yours,

Marathon Fund Limited Partnership V
By Miltiades LP, its General Partner
By Marathon Ultimate GP, LLC
By	/s/ Van Zandt Hawn
	Van Zandt Hawn, Manager
Accepted as of October 26, 2005
Patriot Holding Corp.
By	/s/ Van Zandt Hawn
	Van Zandt Hawn, President

EX-99.(C)(2)

Exhibit (c)(2)

Searchable text section of graphics shown above

Confidential

A Presentation to the Board of Directors of

[LOGO]

Regarding Project TWINS

October 26, 2005

[LOGO]

Disclaimer

The historical financial information contained in this presentation has been obtained from Transport Corp. of America Inc. (“TCAM” or the “Company”), and public SEC filings; and has not been independently verified.  The projections contained in this presentation regarding the future financial performance of TCAM are based upon forecasts provided by TCAM.  Stephens Inc. has relied upon the accuracy of such historical financial information and projected financial results in preparing this presentation.  Any inaccuracies in such historical financial information or projected financial results may change the conclusions expressed in this presentation.  Stephens Inc. assumes no responsibility for any such inaccuracies in the historical financial information or projected financial results used in this presentation.  This presentation has been prepared as of October 26, 2005 and reflects only information made available to us prior to such date.  It does not include information regarding all of the assessments made by Stephens Inc. in arriving at its conclusions.  This presentation has been prepared solely for the use of the Board of Directors of TCAM.  It is confidential and may not be disclosed or provided to any third parties without the written permission of Stephens Inc.

[LOGO]

Table of Contents

I.	Executive Summary
II.	Financial Overview and Trading History
III.	Valuation Analyses

I.      Executive Summary

Key Transaction Terms

Transaction	•      Goldner Hawn Johnson & Morrison Inc. (“GHJM”) is to acquire 100% of the fully-diluted stock of TCAM for $10.00 per share in an all cash merger transaction.
	•      Management is offered an opportunity to participate in the transaction.
Valuation	This transaction represents:
	•      An equity value of $68.0 million and an enterprise value of $113.7 million.
	•      A premium of 25.0% and 28.3% over the most recent and 30 day average closing share price.
	•      40.8x 2005E EPS and 21.9x 2005E EBIT.
Consideration /	•      All cash financed by GHJM’s Marathon Fund and Wells Fargo and/or LaSalle.
Financing	•      GHJM has obtained financing commitments for the debt portion of the transaction.
Approvals /	•      TCAM shareholder approval.
Conditions	•      HSR and other customary closing conditions.
Deal Protection	•      Termination fee of $2 million plus expenses of up to $1 million (in total 4.4% of equity value).
	•      TCAM subject to standard non-solicitation provision with fiduciary out.
Timing	•      Expected closing January 2006.

5

Transaction Valuation

(Dollars in Millions, Except per Share)

			Current 10/25/05			Offer Price
Price Per Share			$	8.00		$	10.00
% Change / Implied Premium:
1 Day Prior	$	8.21				21.8		%
30 Day Average	7.80					28.3		%
90 Day Average	7.26					37.8		%
52 Week High (1/13/05)	10.02					-0.2		%
52 Week Low (5/12/05)	5.87					70.4		%
Market Capitalization			$	53.5		$	68.0
Plus: Net Debt (9/30/05)			45.6			45.6
Enterprise Value			$	99.1		$	113.7
Valuation Multiples
2005E EBIT			19.1		x	21.9		x
2006E EBIT			6.7			7.7
2005E EPS			32.7		x	40.8		x
2006E EPS			8.2			10.2
Equity Book Value as of (9/30/05)			0.9		x	1.2		x

Note: Projections per TCAM management. 2005 projections were developed on 10/13/05 and include actual YTD performance through 9/30/05. 2006 projections were developed prior to release of second quarter financials.

6

Process History

•June 2005 – Stephens is engaged by the Board of Directors (“BOD”) to assist the Company in analyzing strategic alternatives.

•June and July 2005 – Stephens presented to the BOD regarding multiple strategic alternatives — BOD instructs Stephens to examine several potential alternatives, including contacting potential acquirers of the business.  The Company prepares information to supplement its publicly disseminated information (additional information).

•July 2005 – Stephens contacts 37 potential buyers, 12 of which request additional information.

•August 2005 – Stephens received several bids including one from GHJM.

•GHJM submits an indication at $10.00 per share.

•GHJM invited to management presentation and allowed access to “data room” materials.

•Early September 2005 – GHJM submits letter of intent and mark-up of definitive agreement — valuation remains at $10.00 per share.

•September and October 2005 – TCAM negotiates an LOI with GHJM, granting a short exclusivity period until October 11^th and extended to October 14^th.

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II.    Financial Overview and Trading History

TCAM’s Current Situation

•TCAM’s operating and financial performance has lagged the broader truckload industry

•The issue of unseated tractors has slowed income statement improvements.

•Erratic quarter-to-quarter performance.

•TCAM has had difficulty fully-capitalizing on the strong freight environment.

•Stock Price Performance has under-performed relative to industry

•Balance Sheet

•High leverage ratios compared to other carriers.

•Driver Crisis

•Declining driver base causing reverse operating leverage.

•Seated tractors have declined from 1,908 in 2001 to less than 1,300 currently.

•Although driver turnover is low relative to competitors, TCAM has experienced less success in maintaining and growing driver base relative to publicly-traded competitors.

•Micro-cap Public Company Lacking “Sponsorship”

•TCAM is bearing the cost, but is not receiving the benefits of public company status — access to capital, currency for acquisitions, etc.

•No research coverage from top tier transportation analysts.

•Trading volume at low end of the range of TLs.

9

Comparative Financial Performance

Operating Ratio

[CHART]

	Operating Ratio
Company	2001		2002		2003		2004		LTM
CLDN	98.6	%	96.9	%	96.5	%	95.8	%	94.6	%
CVTI	97.2	%	95.0	%	95.2	%	94.5	%	97.0	%
HTLD	82.1	%	81.8	%	81.0	%	79.5	%	80.7	%
JBHT	97.3	%	95.6	%	92.4	%	89.0	%	88.3	%
KNX	84.2	%	83.4	%	82.5	%	82.1	%	81.8	%
MRTN	94.7	%	96.0	%	93.9	%	91.8	%	90.6	%
PTSI	90.2	%	88.8	%	93.0	%	94.1	%	93.9	%
SWFT	95.9	%	94.4	%	94.1	%	93.6	%	93.9	%
USAK	97.4	%	96.6	%	96.6	%	94.8	%	92.4	%
WERN	93.8	%	92.6	%	91.9	%	91.6	%	91.7	%
XPRSA	98.3	%	97.6	%	97.4	%	96.4	%	97.4	%
Average	93.6	%	92.6	%	92.2	%	91.2	%	91.1	%
TCAM	97.5	%	98.6	%	99.0	%	97.4	%	97.7	%

Return on Invested Capital (a)

[CHART]

	Return on Invested Capital
Company	2001		2002		2003		2004		LTM
CLDN	1.7	%	3.9	%	5.3	%	8.6	%	13.4	%
CVTI	2.7	%	5.4	%	5.5	%	6.8	%	3.8	%
HTLD	35.6	%	30.4	%	28.7	%	32.4	%	32.3	%
JBHT	3.4	%	5.9	%	10.7	%	16.9	%	18.7	%
KNX	12.5	%	13.5	%	14.9	%	16.1	%	16.6	%
MRTN	5.4	%	3.8	%	6.3	%	8.2	%	9.4	%
PTSI	8.7	%	10.5	%	6.3	%	5.4	%	5.4	%
SWFT	3.8	%	5.0	%	5.6	%	6.6	%	6.6	%
USAK	2.1	%	3.2	%	3.4	%	5.0	%	7.6	%
WERN	6.1	%	7.2	%	8.0	%	9.2	%	9.3	%
XPRSA	2.4	%	3.3	%	3.9	%	5.7	%	4.1	%
Average	7.7	%	8.4	%	9.0	%	11.0	%	11.6	%
TCAM	1.9	%	1.3	%	1.0	%	3.0	%	2.7	%

(a) Defined as net operating profit after tax divided by average invested capital.

10

Recent Earnings Shortfalls Have Erased Share Price Improvements

TCAM Stock Price and Volume – 2 Year

Current Market Price as of 10/25/05	$	8.00
2 Year High (1/13/05)	10.02
2 Year Low (5/12/05)	5.87
Average Daily Volume (000s)	11.5
Average Daily Volume - Last 30 Days (000s)	6.9

[CHART]

Earnings Announcements

	A			B			C			D			E			F			G			H			I
	3Q03			4Q03			1Q04			2Q04			3Q04			4Q04			1Q05			2Q05			3Q05
Date Announced	10/16/03			2/10/04			4/15/04			7/27/04			10/27/04			2/8/05			4/26/05			7/26/05			10/25/05
Operating Revenues	$	64.1		$	62.1		$	62.1		$	65.2		$	65.7		$	65.3		$	61.4		$	62.8		$	64.4
Net Income	0.3			0.2			0.1			0.9			0.0			1.1			0.1			0.5			0.2
EPS	$	0.03		$	0.02		$	0.01		$	0.13		$	0.01		$	0.17		$	0.01		$	0.08		$	0.03
Operating Ratio	97.5		%	98.1		%	98.5		%	96.5		%	98.8		%	96.0		%	98.7		%	97.5		%	98.5		%

11

TCAM Has Underperformed The Industry Over A Long Time Frame

TCAM Relative Stock Performance – 5 Year

[CHART]

Composite includes: CLDN, CVTI, HTLD, JBHT, KNX, MRTN, PTSI, SWFT, XPRSA, USAK and WERN.

12

TCAM Trading Volume Analysis – 2 Year

(October 25, 2003 – October 25, 2005)

Price Range	# of Days Traded	Average Volume	Total Volume		Shares Traded at or Below Range
$9.51 - $10.00	1	5,300	5,300		100.0	%
$9.01 - $9.50	18	13,769	247,846		99.9	%
$8.51 - $9.00	50	13,902	695,117		95.7	%
$8.01 - $8.50	43	16,696	717,941		83.9	%
$7.51 - $8.00	136	8,468	1,151,584		71.6	%
$7.01 - $7.50	157	12,363	1,940,983		52.0	%
$6.51 - $7.00	74	10,737	794,524		19.0	%
$6.00 - $6.50	26	12,262	318,814		5.4	%
Total	505	11,628	5,872,109
Weighted Average Price			$	7.65
Current Price		10/25/05	$	8.00

Distribution of Total Volume Traded

[CHART]

13

TCAM Ownership Profile

	Shares Owned	As a % of Total Shares Out.		Options Outstanding	Total Shares & Equivalents	As a % of Fully Diluted Shares Out.
Institutional Holders(a)
Rutabaga Capital Management LLC	1,033,463	15.7	%	The Top 5	1,033,463	14.2	%
Wasatch Advisors, Inc.	926,686	14.1	%	Institutional	926,686	12.8	%
Central Securities Corp.	531,557	8.1	%	Shareholders have	531,557	7.3	%
Huntington Partners LP (Samuel Ellis)	364,116	5.5	%	48.9% of the shares	364,116	5.0	%
T. Rowe Price Associates, Inc.	351,800	5.4	%	outstanding.	351,800	4.8	%
Advisory Research, Inc.	247,286	3.8	%		247,286	3.4	%
Perritt Capital Management, Inc.	198,300	3.0	%		198,300	2.7	%
Fifth Third Asset Management	142,000	2.2	%		142,000	2.0	%
Keane Capital Management, Inc.	116,837	1.8	%		116,837	1.6	%
Dimensional Fund Advisors, Inc.	107,195	1.6	%		107,195	1.5	%
LSV Asset Management	65,500	1.0	%		65,500	0.9	%
Lehman Brothers, Inc.	56,000	0.9	%		56,000	0.8	%
All Others as a Group	224,692	3.4	%		224,692	3.1	%
Total Institutional Holders	4,365,432	66.5	%		4,365,432	60.1	%
Estimated Individual Float	1,992,039	30.4	%		1,992,039	27.4	%
Public Float	6,357,471	96.9	%		6,357,471	87.5	%
Corporate Insiders and Beneficial Owners(b)
Paxton, Michael J. - Chairman, CEO and President	15,680	0.2	%	310,000	325,680	4.5	%
Klein, Keith R. - CFO, CIO	9,248	0.1	%	104,296	113,544	1.6	%
Roering, Kenneth J. - Director	83,900	1.3	%	20,000	103,900	1.4	%
Johnson, Larry E. - VP Marketing	26,820	0.4	%	34,065	60,885	0.8	%
Christianson, Tony J. - Director	34,292	0.5	%	24,000	58,292	0.8	%
Slattery, William D. - Director	24,000	0.4	%	20,000	44,000	0.6	%
Coyan, Craig A. - VP Sales and Marketing	—	0.0	%	43,809	43,809	0.6	%
Kipp, Ronald C. - VP Operations	1,000	0.0	%	41,585	42,585	0.6	%
Osborne, Charles M. - Director	10,000	0.2	%	8,000	18,000	0.2	%
Murnane, William P. - Director	—	0.0	%	16,000	16,000	0.2	%
Farra, Peggy C.	475	0.0	%	15,000	15,475	0.2	%
McBurney, Thomas R. - Director	—	0.0	%	8,000	8,000	0.1	%
Other Options	—	0.0	%	55,750	55,750	0.8	%
Total Corporate Insiders	205,415	3.1	%	700,505	905,920	12.5	%
Total Shares Outstanding (c)	6,562,886	100.0	%		6,562,886	90.4	%
Total Options Outstanding(d)					700,505	9.6	%
Total Fully Diluted Shares Outstanding					7,263,391	100.0	%

(a) Source: Fact Set, 10/19/05.

(b) Source: Company Proxy dated 4/19/05, Form 4 Filings and Option Schedule from the Company.

(c) As of 7/22/05 from Company 10-Q dated 6/30/05.

(d) Source: Company 10-K dated 12/31/05.

14

TCAM Historical and Projected Financial Summary

(Dollars in Millions, Except per Share)

	Historical Fiscal Year Ended December 31,													LTM		Management Projections for Fiscal Year Ending December 31, (a)
	2000A		2001A			2002A			2003A			2004A		9/30/05		2005E		2006E		2007E		2008E
Income Statement
Operating Revenues	$	290.6	$	274.6		$	273.2		$	258.9		$	258.4	$	253.9	$	252.8	$	311.9	$	347.4	$	371.7
EBITDA	45.7		37.0			31.3			27.6			30.4		29.0		27.3		41.2		51.3		58.2
EBIT	16.5		7.0			3.8			2.5			6.7		5.9		5.2		14.8		20.4		24.2
Net Income	4.7		(0.4		)	(0.8		)	(1.0		)	2.2		1.9		1.6		6.4		9.1		11.0
EPS	$	0.46	$	(0.05	)	$	(0.11	)	$	(0.15	)	$	0.31	$	0.29	$	0.25	$	0.98	$	1.39	$	1.67
Balance Sheet
Cash and Cash Equivalents	$	0.2	$	1.1		$	0.1		$	2.3		$	3.7	$	3.9	$	1.0	$	2.4	$	2.9	$	2.7
Trade Account Receivables	31.3		26.9			28.4			25.0			24.6		25.0		24.5		30.1		33.4		35.7
Property & Equipment, Net	191.0		169.0			140.5			124.5			119.8		121.8		127.1		163.6		175.1		183.9
Other Assets	34.1		34.5			12.9			13.4			13.0		12.2		13.0		15.2		16.6		17.6
Total Assets	$	256.7	$	231.4		$	181.9		$	165.3		$	161.1	$	162.9	$	165.7	$	211.3	$	227.9	$	239.9
Long Term Debt	$	87.3	$	65.2		$	46.5		$	37.8		$	36.3	$	41.1	$	43.6	$	78.3	$	81.6	$	79.4
Capital Leases	31.3		27.3			23.0			17.1			12.8		7.1		2.6		—		—		—
Other Liabilities	57.4		58.5			52.2			51.6			55.7		57.6		61.1		68.2		72.4		75.6
Stockholders’ Equity	80.7		80.4			60.2			58.7			56.3		57.1		58.4		64.8		73.9		84.9
Total Liabilities & Stockholders’ Equity	$	256.7	$	231.4		$	181.9		$	165.3		$	161.1	$	162.9	$	165.7	$	211.3	$	227.9	$	239.9
Capital Expenditures	$	5.7	$	7.1		$	7.6		$	11.3		$	19.0	$	23.6	$	30.1	$	62.9	$	42.3	$	42.8

(a) Projections per TCAM management. 2005 projections were developed on 10/13/05 and include actual YTD performance through 9/30/05. 2006 projections were developed prior to release of second quarter financials.

15

TCAM Historical and Projected Financial Summary

(Dollars in Millions)

Operating Revenue	EBITDA
[CHART]	[CHART]
EBIT	Net Income
[CHART]	[CHART]

16

III.   Valuation Analyses

Valuation Methodology

Stephens reviewed and considered the following methodologies in valuing TCAM:

•Comparable Company Analysis: Examined the trading multiples of selected publicly traded comparable companies offering services similar to TCAM.  This analysis considered the trading multiples of the truckload industry, adjusting the multiples to reflect the relative size, profitability and growth of TCAM.

•Comparable Transaction Analysis: Reviewed historical multiples paid in acquisitions of businesses similar to TCAM over the past five years. This analysis utilized the relevant transaction multiples of EBIT and EPS and applied them to TCAM’s projected values for 2005 to estimate an implied per share value for TCAM in a change of control transaction.

•Discounted Cash Flow Analysis: Derived a valuation from the present value of the free cash flows projected for TCAM over the next five years and a terminal value based on an estimated perpetual growth rate.  The discount rate for this analysis was based on the calculated weighted average cost of capital for TCAM based on available public information and adjusted for size.

•Leverage Buyout Analysis: Utilized TCAM projections for the next five years, estimated current debt capacity, utilized expected private equity returns, and assumed an exit EBIT multiple of 10.0x to derive a current valuation range.

•Premiums Analysis: Analyzed premiums paid for year-to-date transactions that ranged in size from $50 million to $500 million. Applied an applicable range of premiums from the analysis to TCAM’s current share to estimate an implied per share value in a change of control transaction.

18

Valuation Summary

(Dollars in Millions, Except per Share)

[CHART]

Comparable Company

Acquisition Multiple

DCF

LBO

Premium Analysis

Market Price

LTM EBIT

FY 2005 EBIT

FY 2005 EPS

FY 2005 EBIT

FY 2005 EPS

Perpetual Growth Rate 4.0% - 5.0%

IRR

Premium

52 Week

Data:

$

5.9

$

5.2

$

0.25

$

5.2

$

0.25

Discount Rate

25.0% - 35.0%

20.0% - 30.0%

High / Low

Metric:

9.0x - 11.0x

8.0x - 10.0x

12.0x - 16.0x

9.0x - 11.0x

13.0x - 17.0x

12.0%

Note: 2005 Projections developed by management on 10/13/05 and include actual YTD performance through 9/30/05.

The DCF and LBO valuation analyses utilize projections developed by management prior to the second quarter release.

19

Comparable Companies Analysis – Truckload

(Dollars in Millions, Except per Share)

LTM Operating Ratio

Enterprise Value /

Price

% of 52

Market

Enterprise

Including

Excluding

EBITDA

EBIT

P/E

Company Name

10/25/05

Wk. High

Cap.

Value

FSC

FSC

LTM

2005E

2006E

LTM

2005E

2006E

LTM

2005E

2006E

Celadon Group, Inc.	$	23.50	95.8	%	$	245.1	$	241.3	94.6	%	94.1	%	$	38.3		$	45.4		$	50.1		$	23.4		$	29.1		$	33.8		$	1.23		$	1.56		$	1.85
													6.3x			5.3x			4.8x			10.3x			8.3x			7.1x			19.1x			15.0x			12.7x
Covenant Transport	10.85		50.1	%	152.0		228.1		97.0	%	96.6	%	$	60.9		$	57.6		$	69.4		$	18.6		$	15.5		$	24.8		$	0.44		$	0.47		$	0.81
													3.7x			4.0x			3.3x			12.3x			14.7x			9.2x			24.4x			23.1x			13.4x
Heartland Express	19.34		83.3	%	1,428.6		1,152.1		80.7	%	78.8	%	$	133.0		$	136.5		$	153.0		$	97.3		$	98.6		$	104.8		$	0.90		$	0.92		$	1.04
													8.7x			8.4x			7.5x			11.8x			11.7x			11.0x			21.6x			21.0x			18.6x
J.B. Hunt Transport Services	19.46		77.8	%	3,253.7		3,325.7		88.3	%	87.4	%	$	514.4		$	521.4		$	568.3		$	355.4		$	359.0		$	395.3		$	1.09		$	1.32		$	1.56
													6.5x			6.4x			5.9x			9.4x			9.3x			8.4x			17.8x			14.8x			12.5x
Knight Transportation	26.38		91.0	%	1,537.9		1,511.0		81.8	%	79.7	%	$	146.4		$	151.1		$	209.1		$	96.1		$	98.5		$	142.1		$	1.00		$	1.03		$	1.47
													10.3x			10.0x			7.2x			15.7x			15.3x			10.6x			26.3x			25.6x			17.9x
Marten Transport	26.10		97.9	%	383.9		418.9		90.6	%	89.5	%	$	77.6		$	78.3		$	88.1		$	41.3		$	40.8		$	45.8		$	1.69		$	1.65		$	1.88
													5.4x			5.3x			4.8x			10.2x			10.3x			9.1x			15.5x			15.8x			13.9x
P.A.M. Transportation Services	15.90		75.7	%	173.6		195.2		93.9	%	93.5	%	$	50.9		$	53.6		$	58.8		$	20.7		$	22.4		$	25.1		$	1.03		$	1.13		$	1.30
													3.8x			3.6x			3.3x			9.5x			8.7x			7.8x			15.5x			14.1x			12.2x
Swift Transportation	18.01		68.8	%	1,332.9		1,929.9		93.9	%	93.2	%	$	393.4		$	398.0		$	452.8		$	190.7		$	193.1		$	236.8		$	1.42		$	1.34		$	1.70
													4.9x			4.8x			4.3x			10.1x			10.0x			8.1x			12.7x			13.4x			10.6x
U.S. Xpress Enterprises	11.60		33.7	%	189.5		317.0		97.4	%	97.2	%	$	76.7		$	61.8		$	86.2		$	29.4		$	14.4		$	31.9		$	0.76		$	0.47		$	0.97
													4.1x			5.1x			3.7x			10.8x			22.0x			9.9x			15.3x			24.7x			12.0x
USA Truck	21.08		70.5	%	202.6		347.8		92.4	%	91.3	%	$	72.0		$	75.5		$	90.9		$	31.8		$	33.4		$	42.7		$	1.47		$	1.51		$	1.90
													4.8x			4.6x			3.8x			10.9x			10.4x			8.1x			14.4x			14.0x			11.1x
Werner Enterprises	17.44		75.0	%	1,422.0		1,401.6		91.7	%	90.7	%	$	316.8		$	317.8		$	337.7		$	158.1		$	154.5		$	164.7		$	1.18		$	1.15		$	1.24
													4.4x			4.4x			4.2x			8.9x			9.1x			8.5x			14.7x			15.1x			14.0x
	Maximum								97.4	%	97.2	%	10.3x			10.0x			7.5x			15.7x			22.0x			11.0x			26.3x			25.6x			18.6x
	Minimum								80.7	%	78.8	%	3.7			3.6			3.3			8.9			8.3			7.1			12.7			13.4			10.6
	Median								92.4	%	91.3	%	4.9x			5.1x			4.3x			10.3x			10.3x			8.5x			15.5x			15.1x			12.7x
	Mean								91.1	%	90.2	%	5.7			5.6			4.8			10.9			11.8			8.9			17.9			17.9			13.5
	Mean (Excl. Min & Max)								91.6	%	90.7	%	5.4			5.4			4.7			10.6			11.1			8.9			17.6			17.5			13.3
	Median (Excl. CVTI, HTLD, KNX, & XPRSA)								92.4	%	91.3	%	4.9x			4.8x			4.3x			10.1x			9.3x			8.1x			15.5x			14.8x			12.5x
	Mean (Excl. CVTI, HTLD, KNX, & XPRSA)								92.2	%	91.4	%	5.2			4.9			4.4			9.9			9.4			8.2			15.7			14.6			12.4
Management Case: (a)
TCAM at Market Price	$	8.00	79.8	%	$	53.5	$	99.1	97.7	%	N/A		$	29.0		$	27.3		$	41.2		$	5.9		$	5.2		$	14.8		$	0.29		$	0.25		$	0.98
													3.4		x	3.6		x	2.4		x	16.9		x	19.1		x	6.7		x	27.4		x	32.7		x	8.2		x
TCAM at Offer Price	10.00		99.8	%	68.0		113.7		97.7	%	N/A		$	29.0		$	27.3		$	41.2		$	5.9		$	5.2		$	14.8		$	0.29		$	0.25		$	0.98
													3.9		x	4.2		x	2.8		x	19.4		x	21.9		x	7.7		x	34.2		x	40.8		x	10.2		x

(a) Projections per TCAM management. 2005 projections were developed on 10/13/05 and include actual YTD performance through 9/30/05. 2006 projections were developed prior to release of second quarter financials.

20

Comparable Transaction Analysis

(Dollars in Millions)

					Total		LTM									Multiples
Effective			Transaction		Transaction								Net						Net
Date	Target	Acquiror	Value		Value		Revenue		EBITDA		EBIT		Income			Revenue	EBITDA	EBIT	Income
8/5/05	Overnite Corp.	United Parcel Service, Inc.	$	1,222.2	$	1,267.0	$	1,686.9	$	173.0	$	115.0	$	67.2		0.8x	7.3x	11.0x	18.2x
	Provides regional LTL services	Package delivery, logistics, SCM
5/25/05	USF Corporation Regional LTL, supply chain mgt.	Yellow Roadway Corporation National LTL services	1,371.1		1,470.3		2,394.6		216.4		112.1		55.8			0.6x	6.8x	13.1x	24.6x
9/13/04	Boyd Bros. Transportation Inc. Flatbed truckload carrier	BBT Acquisition Corporation Investors and Management	27.4		55.3		139.6		13.4		3.0		1.0			0.4x	4.1x	18.1x	27.0x
2/16/04	Clark Bros. Transfer, Inc. Provides LTL services	SCS Transportation, Inc. Provides LTL services	24.5		30.5		66.0		5.0		4.0		N/A			0.5x	6.1x	7.6x	N/A
12/11/03	Roadway Corporation Provides LTL services	Yellow Corporation Provides LTL services	965.5		1,121.9		3,165.9		183.5		108.5		46.4			0.4x	6.1x	10.3x	20.8x
7/2/03	Merit Distribution Services Long-haul refrig. carrier	Swift Transportation Provides TL services	76.0		76.0		140.0		10.4		2.0		8.4			0.5x	7.3x	9.0x	N/A
2/28/03	Landair Corporation Provides TL services	Management	98.2		101.5		102.5		18.5		9.0		5.9			1.0x	5.5x	11.2x	16.5x
1/23/03	Arnold Transportation Services Provides TL services	Jefferies Capital Partners Private equity firm	55.0		55.0		171.0		22.2		6.1		3.8			0.3x	2.5x	9.0x	14.5x
2/15/02	Motor Cargo Industries Provides LTL services	Overnite Transportation Co Provides LTL services	81.3		76.7		138.6		19.6		10.8		6.8			0.6x	3.9x	7.1x	11.9x
12/3/01	Arnold Industries	Roadway Corporation	478.0		430.1		393.8		68.0		42.0		29.2			1.1x	6.3x	10.2x	16.4x
	Provides TL & LTL services	Provides LTL services
6/29/01	M.S. Carriers	Swift Transportation Co Inc	392.2		639.8		712.6		107.8		38.8		12.8			0.9x	5.9x	16.5x	30.7x
	Provides TL services	Provides TL services
4/30/01	Kenan Transport Company	Advantage Management Group	87.2		89.2		157.6		21.2		12.3		8.9			0.6x	4.2x	10.0x	16.4x
	Petroleum and chemical trucking	Petroleum-transport company
2/12/01	American Freightways	FedEx	946.4		1,208.4		1,352.6		189.3		126.9		66.3			0.9x	6.4x	9.5x	14.3x
	Provides LTL services	Provides global delivery services
7/20/00	KLLM Transport Services, Inc.	High Road Acquisition Group	33.0		80.0		236.9		20.1		1.3		(1.3		)	0.3x	4.0x	N/M	N/M
	Provides TL services	Investment company
									Minimum							0.3x	2.5x	7.1x	11.9x
									Maximum							1.1	7.3	18.1	30.7
									Mean							0.6x	5.5x	11.0x	19.2x
									Median							0.6	6.0	10.2	16.5
									Mean (Excluding Min and Max)							0.7	6.1	11.8	21.1
TCAM at $10.00 per Share Offer Price			$	68.0	$	113.7	$	253.9	$	29.0	$	5.9	$	1.9		0.4x	3.9x	19.4x	34.2x

21

Discounted Cash Flow Analysis

(Dollars In Millions, Except per Share)

	For the Projected Fiscal Year Ended December 31,
	2006			2007			2008			2009			2010
EBITDA	$	41.2		$	51.3		$	58.2		$	62.7		$	66.6
Less: Depreciation and Amortization	(26.4		)	(30.8		)	(34.0		)	(37.5		)	(40.5		)
EBIT	14.8			20.4			24.2			25.2			26.2
Less: Taxes @ 40.0%	(5.9		)	(8.2		)	(9.7		)	(10.1		)	(10.5		)
Net Income Unlevered	8.9			12.3			14.5			15.1			15.7
Plus: Depreciation and Amortization	26.4			30.8			34.0			37.5			40.5
Less: Capital Expenditures	(62.9		)	(42.3		)	(42.8		)	(43.6		)	(44.5		)
Less: Changes in Net Working Capital	(0.6		)	(0.5		)	(0.1		)	(0.6		)	(1.7		)
Unlevered Free Cash Flow	$	(28.3	)	$	0.3		$	5.6		$	8.4		$	9.9

					2010 EBIT		Assuming Discount Rates of:
Discounted to 12/31/05					Multiple (a)		11.0%			12.0%			13.0%
Present Value of Cash Flow							$	(9.7	)	$	(10.1	)	$	(10.4	)
Terminal Growth Rate			3.0	%	4.3	x	$	75.9		$	64.5		$	55.5
2010 FCF	$	9.9	4.0	%	4.9		87.6			73.3			62.3
			5.0	%	5.7		103.2			84.6
Enterprise Value			3.0	%			$	66.2		$	54.4		$	45.1
			4.0	%			77.9			63.2			51.9
			5.0	%			93.4			74.5			60.4
Less: Net Debt as of 12/31/05							(45.6		)	(45.6		)	(45.6		)
Plus: Option Proceeds							4.6			4.6			4.6
Equity Value			3.0	%			$	25.1		$	13.4		$	4.1
			4.0	%			36.8			22.2			10.9
			5.0	%			52.4			33.4			19.3
Diluted Shares Outstanding							7.3			7.3			7.3
Price Per Share			3.0	%			$	3.46		$	1.85		$	0.57
			4.0	%			5.07			3.05			1.50
			5.0	%			7.22			4.61			2.66

Note: 2006-2008 projections developed by TCAM management prior to second quarter release.

2009-2010 projections per Stephens Inc. Corporate Finance.
(a) Assumes 12.0% discount rate for the terminal value calculation.

22

Leveraged Buyout Analysis

Assumptions (a)

Term A Loan / EBITDA	1.5	x
Term B Loan / EBITDA	1.6	x
Term C Loan / EBITDA	0.2
Total Debt / EBITDA	3.3	x
Year 5 Equity IRR	25.0% - 35.0%
Term A Loan Spread to LIBOR	200 bps
Term B Loan Spread to LIBOR	200 bps
Term C Loan Spread to LIBOR	325 bps
Year 5 EBIT Exit Multiple	10.0	x

Results

	Five-Year Equity IRR
	25.0%		30.0%		35.0%
Price per Share	$	11.40	$	10.48	$	9.72

Note: 2006-2008 projections developed by TCAM management prior to second quarter release.

2009-2010 projections per Stephens Inc. Corporate Finance.
(a) Assumes transaction date of 12/31/05.

23

Premium Analysis – YTD Transactions $50-$500 million

Date Announced	Date Effective	Target Name	Ticker	Acquiror Name	Offer Price		1 Day Premium		1 Week Premium		4 Weeks Premium
10/20/05	—	Captiva Software Corp	CPTV	EMC Corp	$	22.25	24.5	%	32.1	%	28.2	%
10/18/05	—	Roanoke Electric Steel Corp	RESC	Steel Dynamics Inc	21.26		13.8	%	20.6	%	8.0	%
10/18/05	—	Lancer Corp	LAN	Hoshizaki America Inc	22.00		10.6	%	15.8	%	15.8	%
10/12/05	—	SunLink Health Systems Inc	SSY	North Atlantic Value LLP	10.25		21.0	%	22.8	%	20.3	%
10/11/05	—	Neoforma Inc	NEOF	Global HealthCare Exchange LLC	10.00		43.7	%	31.6	%	27.6	%
10/11/05	—	Goody’s Family Clothing Inc	GDYS	Investor Group	8.50		0.8	%	11.1	%	14.2	%
10/10/05	—	Micro Therapeutics Inc	MTIX	ev3 Inc	7.90		33.0	%	40.8	%	31.7	%
10/10/05	—	Goody’s Family Clothing Inc	GDYS	Sun Capital Partners Inc	8.00		10.2	%	7.0	%	10.0	%
10/5/05	—	Centra Software Inc	CTRA	Saba Software Inc	2.03		0.5	%	7.4	%	4.6	%
10/4/05	—	Fox & Hound Restaurant Group	TENT	Levine Leichtman Capital	14.00		36.2	%	29.5	%	22.2	%
10/3/05	—	Bindview Development Corp	BVEW	Symantec Corp	4.00		14.3	%	14.3	%	15.6	%
9/30/05	—	Cavalry Bancorp Inc,Murfreesbo	CAVB	Pinnacle Financial Partners,TN	23.89		21.9	%	16.6	%	20.9	%
9/30/05	—	Specialty Laboratories Inc	SP	AmeriPath Inc	13.25		1.6	%	6.4	%	1.7	%
9/27/05	—	Party City Corp	PCTY	AAH Holdings Corp	17.50		42.5	%	33.8	%	32.6	%
9/27/05	—	New Valley Corp	NVAL	Vector Group Ltd	9.01		20.9	%	20.1	%	22.6	%
9/23/05	—	Intermix Media Inc	MIX	FreeMySpace LLC	13.50		13.4	%	13.5	%	13.7	%
9/19/05	—	Peregrine Systems Inc	PRGN	Hewlett-Packard Co	26.08		36.5	%	35.1	%	33.1	%
9/19/05	—	Integrity Financial Corp,NC	IFCB	FNB Corp,Asheboro,NC	23.52		17.6	%	17.6	%	13.9	%
9/13/05	—	Image Entertainment Inc	DISK	Lions Gate Entertainment Corp	4.39		49.3	%	62.6	%	45.9	%
9/12/05	—	NorthStar Financial Corp,WA	NHST	Frontier Finl Corp,Everett,WA	52.60		63.4	%	59.4	%	59.4	%
9/12/05	—	WFS Financial Inc	WFSI	Wachovia Corp,Charlotte,NC	73.86		13.8	%	11.5	%	28.2	%
9/12/05	—	AmNet Mortgage,San Diego,CA	INV	Wachovia Corp,Charlotte,NC	10.30		9.7	%	2.9	%	3.5	%
9/9/05	—	PalmSource Inc	PSRC	Access Co Ltd	18.50		83.4	%	72.9	%	140.9	%
9/9/05	—	Hector Communications Corp	HCT	Opportunity Partners LP	26.50		0.0	%	1.4	%	2.9	%
9/6/05	—	Nittany Financial Corp,PA	NTNY	National Penn Bancshares,PA	42.43		21.2	%	23.9	%	28.6	%
8/31/05	—	Haggar Corp	HGGR	Investor Group	29.00		27.8	%	28.4	%	32.9	%
8/30/05	—	IWO Holdings Inc	IWHD	Sprint Nextel Corp	42.50		18.9	%	8.8	%	8.3	%
8/29/05	—	Action Performance Cos Inc	ATN	Motorsports Authentics Inc	13.00		5.9	%	16.1	%	27.5	%
8/22/05	—	Plumtree Software Inc	PLUM	BEA Systems Inc	5.50		17.8	%	27.9	%	48.3	%
8/18/05	—	Brooktrout Inc	BRKT	EAS Group Inc	13.05		38.1	%	39.3	%	16.2	%
8/18/05	—	CyberGuard Corp	CGFW	Secure Computing Corp	8.82		12.2	%	13.1	%	24.2	%
8/18/05	—	Parlex Corp	PRLX	Johnson Electric Holdings Ltd	6.75		4.7	%	9.8	%	12.9	%
8/10/05	9/30/05	Fastclick Inc	FSTC	Valueclick Inc	10.28		16.3	%	10.6	%	18.9	%
8/9/05	—	Register.com Inc	RCOM	Vector Capital	7.81		7.6	%	9.2	%	24.0	%
8/3/05	—	E-Loan Inc	EELN	Popular Inc,Hato Rey,PR	4.25		37.5	%	35.8	%	22.5	%
8/3/05	—	Chart Industries Inc	CIDI	First Reserve Corp	65.74		10.5	%	14.3	%	19.5	%

Source: Thomson One Banker.

24

Date Announced	Date Effective	Target Name	Ticker	Acquiror Name	Offer Price	1 Day Premium		1 Week Premium		4 Weeks Premium
8/3/05	9/29/05	Epiphany Inc	EPNY	SSA Global Technologies Inc	4.20	7.7	%	11.1	%	21.4	%
8/1/05	—	Long Island Financial Corp,NY	LICB	New York Community Bancorp,NY	42.60	25.2	%	26.8	%	34.8	%
7/29/05	—	PRG Schultz Intl Inc	PRGX	Cannell Capital Management	3.43	18.7	%	21.6	%	21.6	%
7/27/05	—	First Natl Bancshares Inc,FL	FBMT	Whitney Holding Corp,LO	34.64	31.8	%	41.4	%	32.0	%
7/26/05	—	National Vision Inc	NVI	Berkshire Partners LLC	7.25	42.2	%	43.6	%	45.0	%
7/26/05	—	Columbia Bancorp,Columbia,MD	CBMD	Fulton Finl Corp,Lancaster,PA	42.85	16.9	%	17.3	%	15.9	%
7/25/05	—	BioSource International Inc	BIOI	Invitrogen Corp	12.50	10.3	%	10.8	%	18.6	%
7/20/05	—	Guilford Pharmaceuticals Inc	GLFD	MGI PHARMA Inc	3.75	59.6	%	66.7	%	42.6	%
7/11/05	—	Helix Technology Corp	HELX	Brooks Automation Inc	17.31	24.6	%	32.7	%	27.6	%
7/8/05	—	Cruzan International Inc	RUM	Absolut Spirits Co Inc	28.37	12.5	%	9.1	%	8.7	%
7/7/05	—	Paradyne Networks Inc	PDYN	Zhone Technologies Inc	3.58	101.0	%	97.6	%	90.3	%
7/1/05	7/14/05	Tipperary Corp	TPY	Santos Ltd	7.41	18.2	%	15.5	%	35.6	%
6/30/05	—	EFC Bancorp Inc,Elgin,Illinois	EFC	MAF Bancorp,Clarendon Hills,IL	35.16	18.4	%	19.6	%	29.7	%
6/29/05	—	1st State Bancorp Inc,NC	FSBC	Capital Bank Corp,Raleigh,NC	37.15	6.6	%	4.5	%	23.8	%
6/27/05	—	SeeBeyond Technology Corp	SBYN	Sun Microsys Inc	4.25	34.1	%	33.7	%	39.3	%
6/20/05	—	Genaissance Pharmaceuticals	GNSC	Clinical Data Inc	1.31	44.3	%	45.9	%	45.9	%
6/14/05	—	CNB Bancorp,Gloversville,NY	CNBI	NBT Bancorp Inc,Norwich,NY	38.69	44.6	%	38.2	%	51.4	%
6/9/05	7/29/05	Niku Corp	NIKU	Computer Assoc Intl Inc	21.00	27.3	%	33.3	%	75.0	%
6/8/05	—	Boston Acoustics Inc	BOSA	D&M Holdings Inc	17.50	7.7	%	17.0	%	20.7	%
6/2/05	—	Cruzan International Inc	RUM	V & S Vin & Sprit AB	28.37	102.8	%	103.5	%	101.9	%
6/1/05	—	Saucony Inc	SCNYA	Stride Rite Corp	23.00	14.8	%	16.8	%	17.5	%
5/20/05	—	Imperial Sugar Co	IPSU	Schultze Asset Management LLC	17.00	31.5	%	38.8	%	23.0	%
5/10/05	7/14/05	Oshkosh B Gosh Inc	GOSHA	Carters Inc	26.00	-11.5	%	4.9	%	-17.6	%
5/9/05	—	Nuance Communications Inc	NUAN	ScanSoft Inc	5.63	84.6	%	97.5	%	114.1	%
5/6/05	—	Juno Lighting Inc	JUNO	Abrams Capital LLC	40.00	19.4	%	11.1	%	6.9	%
4/29/05	—	Corixa Corp	CRXA	GlaxoSmithKline PLC	4.40	47.7	%	48.7	%	51.7	%
4/28/05	—	First American Bank,CA	FTAB	First Community Bancorp Inc,CA	24.95	24.8	%	30.0	%	21.7	%
4/26/05	—	William Lyon Homes	WLS	General William Lyon	82.00	10.2	%	9.9	%	7.7	%
4/19/05	6/27/05	Orphan Medical Inc	ORPH	Jazz Pharmaceuticals Inc	10.75	25.7	%	23.3	%	14.9	%
4/15/05	—	Brookstone Inc	BKST	OSIM Brookstone Holdings LP	20.50	28.2	%	21.8	%	40.8	%
4/14/05	—	Rubicon Medical Corp	RMDC	Boston Scientific Corp	1.50	-.7	%	0.7	%	26.1	%
4/12/05	—	Noland Co	NOLD	Primus Inc	74.00	52.3	%	60.4	%	49.0	%
4/7/05	6/8/05	Concord Communications Inc	CCRD	Computer Assoc Intl Inc	17.00	71.0	%	68.0	%	73.3	%
4/4/05	5/20/05	Maxcor Financial Group Inc	MAXF	BGC Partners LP	14.00	46.4	%	56.1	%	57.0	%
3/28/05	5/6/05	Digital Impact Inc	DIGI	Acxiom Corp	3.50	52.8	%	75.9	%	75.0	%
3/21/05	—	State Finl Svcs Corp,WI	SFSW	Associated Banc,Green Bay,WI	38.22	26.6	%	23.3	%	27.7	%
3/17/05	7/1/05	Horizon PCS Inc	HZPS	IPCS Inc	23.58	-5.7	%	-5.7	%	-1.8	%

Source: Thomson One Banker.

25

Date Announced	Date Effective	Target Name	Ticker	Acquiror Name	Offer Price	1 Day Premium		1 Week Premium		4 Weeks Premium
3/15/05	—	Medicore Inc	MDKI	Dialysis Corp of America	19.54	110.7	%	115.9	%	127.7	%
3/9/05	7/1/05	Thomas Industries Inc	TII	Gardner Denver Inc	40.00	0.2	%	1.5	%	2.7	%
3/7/05	—	Summit Financial Corp,SC	SUMM	First Citizens Bancorp Inc,SC	22.00	-5.6	%	-2.0	%	0.2	%
3/4/05	6/3/05	Closure Medical Corp	CLSR	Johnson & Johnson Inc	27.00	20.5	%	22.7	%	33.1	%
2/28/05	8/3/05	NCRIC Group Inc	NCRI	ProAssurance Corp	10.10	-7.7	%	-8.7	%	-12.2	%
2/28/05	—	Quinton Cardiology Systems Inc	QUIN	Cardiac Science Inc	14.59	46.8	%	41.6	%	51.8	%
2/28/05	8/1/05	First Bancshares Inc,CA	FSLO	Pacific Capital Bancorp,CA	48.00	50.5	%	45.5	%	39.1	%
2/22/05	5/25/05	Insurance Auto Auctions Inc	IAAI	Kelso & Co	28.25	24.5	%	24.4	%	29.5	%
2/15/05	3/21/05	Tickets.com Inc	TIXX	MLB Advanced Media LP	1.10	32.5	%	29.4	%	46.7	%
2/15/05	4/8/05	AMX Corp	AMXC	Duchossois Industries Inc	22.50	5.4	%	21.6	%	35.4	%
2/8/05	—	August Technology Corp	AUGT	KLA-Tencor Corp	11.50	11.2	%	18.0	%	42.7	%
1/27/05	4/19/05	MAPICS Inc	MAPX	Infor Global Solutions	12.75	9.7	%	14.3	%	24.0	%
1/27/05	4/21/05	Genencor International Inc	GCOR	Danisco A/S	19.25	23.9	%	22.4	%	15.8	%
1/25/05	3/16/05	Corio Inc	CRIO	IBM Corp	2.82	37.6	%	34.3	%	51.6	%
1/25/05	—	AlphaSmart Inc	ALSM	Renaissance Learning Inc	3.75	27.1	%	26.3	%	26.3	%
1/21/05	—	August Technology Corp	AUGT	Nanometrics Inc	8.39	-8.4	%	-8.2	%	-18.7	%
1/20/05	3/3/05	Falcon Financial Investment	FLCN	iStar Financial Inc	7.50	11.1	%	13.6	%	10.1	%
1/20/05	—	Chester Valley Bancorp,PA	CVAL	Willow Grove Bancorp Inc,PA	27.90	28.2	%	26.8	%	29.8	%
1/18/05	6/1/05	Computer Network Technology	CMNT	McDATA Corp	5.53	-16.5	%	-4.7	%	-16.3	%
1/18/05	4/4/05	Impac Medical Systems Inc	IMPC	Elekta AB	24.00	32.4	%	32.4	%	32.4	%
1/18/05	—	FFLC Bancorp,Leesburg,FL	FFLC	Colonial BancGroup Inc,AL	42.00	19.9	%	19.8	%	20.3	%
1/17/05	5/25/05	Penn Engr & Mnfr Corp	PNN	PEM Holding Co	18.25	22.7	%	21.7	%	17.0	%
1/12/05	4/7/05	Verisity Ltd	VRST	Cadence Design Systems Inc	12.00	60.2	%	57.1	%	45.5	%
1/11/05	7/1/05	SVB Financial Services Inc,NJ	SVBF	Fulton Finl Corp,Lancaster,PA	21.27	-3.3	%	4.5	%	3.6	%
1/7/05	4/1/05	Vastera Inc	VAST	JPMorgan Chase Bank	3.00	50.0	%	14.1	%	28.2	%
1/7/05	4/27/05	Polaroid Holding Co	POHC	Petters Group Worldwide	12.08	13.4	%	14.4	%	16.7	%
1/4/05	2/7/05	Total Logistics Inc	TLCX	SuperValu Inc	28.50	7.7	%	5.8	%	3.6	%
					Mean	26.1	%	27.1	%	29.9	%
					Median	21.0	%	21.7	%	24.2	%

Source: Thomson One Banker.

26