EXHIBIT 10.6
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") dated as of December
23,
2003 is made by and among TRANSPORT
CORPORATION OF AMERICA, INC., a Minnesota
corporation, as lessee (in such capacity,
the "Lessee"), as construction agent
(in such capacity, the "Construction
Agent"), and as guarantor (in such
capacity, the "Guarantor"), ABN AMRO
LEASING INC., an Illinois corporation, as
lessor (the "Lessor"), and as a
Participant, ABN AMRO BANK N.V., as a
Participant ("ABN AMRO"), LASALLE BANK
NATIONAL ASSOCIATION (by way of
assignment from ABN AMRO dated November 5,
2001), as a Participant ("LaSalle"),
U.S. BANK NATIONAL ASSOCIATION (as
successor to Firstar Bank of Minnesota,
N.A.), as a Participant ("Firstar")
(Lessor, ABN AMRO, LaSalle and Firstar, each
a "Participant" and collectively the
"Participants"); and ABN AMRO BANK N.V., as
Agent (in such capacity, the "Agent") for
the Participants.
RECITALS:
A. Agent, Participants, Lessor and Lessee are parties to that
certain
Participation Agreement, dated as of April
9, 1999 as amended by (i) that
certain First Amendment to Participation
Agreement, to Appendix 1 to
Participation Agreement, Master Lease and
Construction Mortgage, Security
Agreement and Financing Statement, to
Master Lease and to Construction Mortgage,
Security Agreement and Financing Statement
dated as of June 30, 2000 (the "First
Amendment"); (ii) that certain Second
Amendment to Participation Agreement, to
Appendix 1 to Participation Agreement,
Master Lease and Construction Mortgage,
Security Agreement and Financing Statement,
to Master Lease and to Construction
Mortgage, Security Agreement and Financing
Statement dated as of January 8, 2001
(the "Second Amendment"); (iii) that
certain Third Amendment to Participation
Agreement, to Appendix 1 to Participation
Agreement, Master Lease and
Construction Mortgage, Security Agreement
and Financing Statement, to Master
Lease and to Construction Mortgage,
Security Agreement and Financing Statement
dated as of May 31, 2001 (the "Third
Amendment") and (iv) that certain Fourth
Amendment to Participation Agreement, to
Appendix 1 to Participation Agreement,
Master Lease and Construction Mortgage,
Security Agreement and Financing
Statement, to Master Lease and to
Construction Mortgage, Security Agreement and
Financing Statement dated as of June 29,
2001 (the "Fourth Amendment") (as so,
and as further, amended, restated,
supplemented or otherwise modified from time
to time, the "Participation Agreement"),
including Appendix 1 (Definitions and
Interpretation) to Participation Agreement,
Master Lease and Construction
Mortgage, Security Agreement and Financing
Statement as amended by the First
Amendment, Second Amendment, Third
Amendment and Fourth Amendment;
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B. Lessor and Construction Agent are parties to that certain
Construction Agency Agreement dated as of
April 9, 1999, pursuant to which
Lessor appointed Construction Agent as its
construction agent to acquire the
Real Estate and to construct certain
improvements thereon, including that
certain Assignment of Construction
Documents dated as of April 9, 1999 by
Construction Agent in favor of Lessor
(collectively, as amended, restated,
supplemented or otherwise modified from
time to time, the "Construction Agency
Agreement");
C. Lessor and Agent are parties to that certain Construction
Agency
Agreement Assignment dated as of April 9,
1999 (as amended, restated,
supplemented or otherwise modified from
time to time, the "CAA Assignment");
D. Guarantor entered into that certain Guarantee dated as of April
9,
1999 (as amended, restated, supplemented or
otherwise modified from time to
time, the "Guarantee") in favor of
Agent;
E. Lessor and Lessee are parties to that certain Master Lease dated
as
of April 9, 1999 as ame
