S-1

As filed with the Securities and Exchange Commission on August 6, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Panther Expedited Services, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	4731	20-2825225
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4940 Panther Parkway

Seville, Ohio 44273

(330) 769-5830

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

Andrew C. Clarke

President and Chief Executive Officer

Panther Expedited Services, Inc.

4940 Panther Parkway

Seville, Ohio 44273

(330) 769-5869

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Mark A. Scudder, Esq. Scudder Law Firm, P.C., L.L.O 411 South 13th Street, Suite 200 Lincoln, Nebraska 68508 (402) 435-3223 Andrew Keller, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x Smaller reporting company   ¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee(3)
Common Stock, par value $0.01 per share	$100,000,000.00	$7,130.00

1. Includes shares to be sold upon exercise of the underwriters’ option. See “Underwriting.”

2. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

3. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $7,130.00 that would otherwise be payable under Rule 457 is hereby offset against the Registrant’s registration fee of $26,750.00 paid to the SEC in advance of a previously filed Registration Statement on Form S-1 (Registration No. 333-134704) on June 2, 2006 in relation to shares of common stock that were then supposed to be registered thereunder. Subsequently, it was determined not to register the offer and sale of these shares and these shares were never sold. Accordingly, no registration fee is being paid herewith.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated             , 2010

Preliminary Prospectus

             shares

Panther Expedited Services, Inc.

Common stock

This is an initial public offering of shares of our common stock. The estimated initial public offering price is between $             and $             per share.

We intend to apply to list our common stock for trading on the              under the symbol “PTHR.”

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$

The selling stockholders have granted the underwriters an option for a period of              days to purchase from us up to              additional shares of common stock at the initial public offering price, less the underwriting discounts and commissions. The selling stockholders are not offering any shares other than those contemplated by the overallotment option, and we will not receive any of the proceeds from any sale of the shares of common stock by the selling stockholders pursuant to that option.

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on             .

Joint book-running managers

J.P. Morgan		Goldman, Sachs & Co.
	Lead-managers
UBS Investment Bank		BB&T Capital Markets
	Co-manager
	WR Securities

                    , 2010

Table of contents

Market data	ii
Glossary of key terms	iii
Prospectus summary	1
Risk factors	15
Forward-looking statements	34
Use of proceeds	36
Dividend policy	37
Capitalization	38
Dilution	40
Selected consolidated financial data	42
Management’s discussion and analysis of financial condition and results of operations	45
Industry	67
Business	70
Management	88
Executive compensation	98
Certain relationships and related party transactions	111
Principal and selling stockholders	115
Description of capital stock	117
Shares eligible for future sale	124
Material United States federal income tax consequences to non-U.S. holders	126
Underwriting	129
Legal matters	136
Experts	136
Where you can find more information	136
Index to financial statements	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.

i

Until                     , (25 days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Market data

This prospectus contains market data related to our business and industry and forecasts that we obtained from industry publications and surveys and our internal sources. SJ Consulting Group, Inc., or SJ Consulting, was our primary independent source of industry and market data, whom we hired to provide analysis of our industry. Some data and other information also are based on our good faith estimates, which are derived from our review of internal surveys and independent sources. The market and industry data contained in this prospectus have been included herein with the permission of the authors, as necessary.

Although we believe that all industry publications and reports cited herein are reliable, neither we nor the underwriters have independently verified the data. Our internal data and estimates are based upon information obtained from our customers, suppliers, trade and business organizations, contacts in the industry in which we operate, and management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had such information verified by independent sources.

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Glossary of key terms

“Average shipments per business day” means the total number of shipments during the relevant period divided by the total number of business days in the period.

“Average number of employees” means our total number of employees at the end of each month during the relevant period divided by the number of months in such period.

“Average revenue per shipment” means our total revenues in the referenced period divided by the total number of shipments for which revenues were recognized over the same period.

“CSA 2010” means the Federal Motor Carrier Safety Administration’s new Comprehensive Safety Analysis 2010 program that ranks both fleets and individual drivers on seven categories of safety-related data. CSA 2010 will eventually replace the current Safety Status Measurement System used by the Federal Motor Carrier Safety Administration.

“C-TPAT” means the Customs-Trade Partnership Against Terrorism, a program designed to improve cross-border security between the United States and Canada and the United States and Mexico. Carrier members of the C-TPAT are entitled to shorter border delays and other priorities over non-member carriers.

“Cartage company” is a local carrier that provides pick-up and delivery services as well as relatively short-haul freight transportation services at the origin and destination of shipments.

“DOT” means Department of Transportation or the U.S. government department responsible for establishing the nation’s overall transportation policy.

“EDI” or “Electronic Data Interchange” is a structured transmission of data between organizations by electronic means.

“Expedited carrier” means a carrier specializing in the safe delivery of time-sensitive freight, involving pick-up and delivery of freight within narrow time windows.

“Federal Aviation Administration” is an agency of the United States Department of Transportation with the authority to regulate and oversee all aspects of civil aviation in the U.S.

“Federal Motor Carrier Safety Administration” or “FMCSA” was established within the Department of Transportation on January 1, 2000 with the mission to ensure safety in motor carrier operations and to prevent commercial motor vehicle-related fatalities and injuries.

“FMC” means the U.S. Federal Maritime Commission, which is responsible for the regulation of ocean-borne transportation in the foreign commerce of the United States.

“Freight forwarder” is a person or company that organizes air and ocean and shipments for shippers. An air freight forwarder provides pick-up and delivery service, consolidates shipments into larger units, prepares bills of lading in its own capacity and tenders shipments to the airlines on behalf of its customers. Air freight forwarders do not generally operate their own aircraft. Because the air freight forwarder tenders the shipment, the airlines consider the forwarder to be the actual shipper. An ocean freight forwarder dispatches shipments from the United States via carriers and books or otherwise arranges space for those shipments on behalf of shippers. Ocean freight forwarders also prepare and process the documentation and perform related activities pertaining to those shipments. A specialized subset of ocean freight forwarders are companies registered as a

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non-vessel operating common carriers or “NVOCCs.” An NVOCC is a common carrier that holds itself out to the public to provide ocean transportation, issues its own bills of lading or equivalent documents, but does not operate the vessels by which ocean transportation is provided. An NVOCC is the shipper party in relation to the involved ocean common carrier.

“Geofencing” means routing a shipment across a mandatory, defined route with satellite monitoring and automated alerts concerning any deviation from the route.

“Gross profit percentage” means our revenues, minus purchased transportation costs, divided by revenues over the referenced period and is used as an indicator of our success in managing transportation costs and our margin available to cover all of our other costs.

“Ground expedite” is the segment of the freight transportation market that provides time-sensitive transportation of freight.

“Hazardous material” means a substance or combination thereof which, because of its quantity, concentration, physical or chemical characteristics, may cause or pose a substantial hazard to human health or the environment when improperly packaged, stored, transported or otherwise managed.

“Indirect air carrier” means any person or entity within the United States not in possession of a Federal Aviation Administration air carrier operating certificate, that undertakes to engage indirectly in air transportation of property and uses for all or any part of such transportation the services of a passenger air carrier.

“Lean supply chain” means an operational strategy oriented toward delivering the shortest possible cycle time by eliminating waste and reducing incidental work, characterized by just-in-time materials and inventory, short cycle times and sequential workflows.

“Loaded mile” means a mile that is driven for a customer, for which we are compensated.

“Logistics” involves the integration of information, transportation, inventory, warehousing, material handling and packaging and, as needed, security. Logistics is a channel of the customer’s supply chain that adds value of time and place utility.

“Owner operator” means an independent contractor who has been contracted by us to supply one or more tractors and drivers for our use. Owner operators are generally compensated on a per-mile basis and must pay their own operating expenses, such as fuel, maintenance and driver costs and must meet our specified safety standards.

“Premium freight logistics” means arranging the door-to-door transportation of freight requiring specialized services, whether because of time critical requirements, special handling requirements, high value freight, the need for special permits, the complexity of the movement of the shipment, the need to access multiple modes of transportation, or otherwise.

“Third-party carrier network” means the carriers we use to handle loads not transported by our owner operators and includes cartage agents, smaller expedited carriers, air freight carriers, and ocean shipping lines.

“Third-party logistics provider” or “3PL” means a third party provider that specializes in integrated operations, warehousing and transportation services that can be scaled and customized to a customer’s needs based on market conditions and the demands and delivery service requirements for the customers.

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“Truckload brokerage” means the customer shipments for which we contract with third-party truckload carriers to haul traditional non-premium freight at the request of the customer.

“Truckload carrier” means a carrier that generally dedicates an entire trailer to one customer from origin to destination.

“TSA” means the U.S. Transportation Security Administration, which was created in the wake of September 11, 2001, to strengthen the security of the U.S. transportation system.

“XML” or “Extensible Markup Language” is a set of rules for encoding documents in machine-readible form. It is defined in the XML 1.0 Specification produced by the W3C, and several other related specifications, all gratis open standards.

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Prospectus summary

This summary highlights information contained elsewhere in this prospectus. It is not complete and may not contain all the information that may be important to you. You should read the entire prospectus carefully before making an investment decision, especially the information presented under the heading “Risk factors” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Unless otherwise stated, all references to “us,” “our,” “we,” “Panther,” the “Company” and similar designations refer to Panther Expedited Services, Inc., and its subsidiaries.

Our company

We are North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics. We offer single-source ground, air and ocean shipping solutions for time-sensitive, high-value and service-critical freight, with on-demand pick up and delivery to and from anywhere in the world. Our diversified, non-asset based transportation network consists of approximately 1,075 exclusive-use owner-operator vehicles, over 1,600 third-party ground carriers that provide additional North American capacity and over 500 air and ocean cargo carriers that provide global reach. During the twelve months ended June 30, 2010, we handled shipments for over 10,000 customers. We operate throughout nearly all segments of the supply chain for customers in diverse industries. In addition, many of the largest transportation and third-party logistics companies in the world turn to us for transportation solutions they cannot provide for customers on their own. Our proprietary, integrated and scalable information technology platform is a key component of our business. It enables our customers to better manage their supply chain performance and expenses by optimizing cost and service decisions. It also allows us to deliver superior customer service, operate more efficiently, and offer our owner operators enhanced productivity. Our non-asset based business model allows us to expand organically without the capital investments required by our asset-based competitors. This creates the opportunity to generate significant cash flows and to react quickly based on business opportunities and challenges. For the six months ended June 30, 2010, we generated revenues of $95.0 million, an increase of 43.1% from the first six months of 2009.

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Our objective is to grow our revenues and profitability substantially. Since 2006, we have undertaken a number of initiatives to utilize our historical core strength in expedited ground freight as a platform to grow an expanded array of premium freight logistics offerings. Our initiatives include hiring Andrew C. Clarke as President to guide our growth, expanding our industry vertical markets to broaden our customer base and geographic footprint, acquiring our customer-facing shipping quote optimization engine, acquiring a West Coast growth platform in freight forwarding and intensifying the marketing of our air freight, ocean and other services. We believe these initiatives have been highly successful, contributing to the following progress between 2006 and the first six months of 2010:

Strategic goal	2006(1)	2010(1)
Build comprehensive suite of services	92% U.S. ground expedited 8% Elite Services	66% North American ground expedited 16% Elite Services 14% air and ocean freight 4% all other
Diversify customer base	53% automotive 21% 3PL 21% manufacturing 5% government, life science, high value	35% 3PL, excluding automotive 26% automotive, including auto 3PL 21% manufacturing 18% government, life science, high value
Enhance technology platform	Real-time track and trace Web-based transactions	Real-time track and trace Web-based transactions One CallSM Solution Network optimization Geofencing EDI and XML integration
Embed in customers’ supply chains	Top ten customers average 1.9 services	Top ten customers average 3.0 services
Expand addressable market	Primarily U.S. expedited transportation	Expedited transportation Premium freight logistics Freight forwarding Total addressable market	$3.0 billion $22.7 billion $4.6 billion (domestic) $176.0 billion (global) $206.3 billion

(1) Percentage amounts based on revenue. Information reflects 2005 as the base year. 2010 numbers are through the first six months of 2010 with the exception of the addressable market sizes, which are based on 2009 estimates by SJ Consulting.

As a public company with a strengthened balance sheet, we expect to expand our North American owner-operator fleet, hire experienced freight forwarding sales personnel in targeted gateway cities and pursue selected acquisitions. We believe that the ongoing execution of our strategic plan will help us embed our services as an essential component of our customers’ supply chains, cross-sell solutions and achieve substantial growth.

We have a strong and expanding transportation and logistics network. From our base in owner-operator expedited ground transportation, we have expanded our network to include third-party carriers, air and ocean freight forwarders, and cartage companies. For the six months ended June 30, 2010, we derived approximately 66% of our revenues from North American expedited ground transportation. The balance of our revenues were generated from our growing domestic and international air and ocean freight services, our Elite Services, which involve highly specialized solutions and customized handling for customers with special needs, and truckload brokerage services. We provide our North American ground services through exclusive-use owner operators of

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straight trucks, tractor-trailers and cargo vans, supplemented with capacity from approximately 1,600 third-party carriers. The owner operators are exclusively contracted to us, while the third-party carriers operate independently and are allocated shipments when our network optimization technology dictates or we require additional capacity. In the first six months of 2010, owner operators generally handled between 70% and 90% of our weekly ground freight volume, with third-party carriers handling the balance and affording us flexible capacity to serve customers. We believe our position as North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics, and a growing freight forwarding offering creates a sustainable competitive advantage relative to our peers.

Our competitive strengths

We believe our competitive strengths collectively afford us advantages against non-asset based competitors that lack our exclusive owner-operator capacity as well as asset-based and fixed network providers that lack our flexibility. We believe our competitive strengths include the following:

Leader in single-source premium freight logistics.

Our non-asset based network offers customers thousands of customized, global shipment alternatives without the constraints of either a fixed-asset or fixed-schedule network or limited geography. This affords us greater ability to offer to customers multiple solutions to optimize their shipping dollar with service and cost certainty. In addition, our North American ground franchise and owner-operator capacity provide a strong foundation for cross-selling our growing suite of services.

Proprietary IT platform.

We have made significant investments in technology and believe our proprietary, integrated and scalable information technology platform affords us competitive advantages in marketing, customer service and operations. The platform combines leading technology with local knowledge of shipping schedules and capacity providers to enable us to quickly accept customer orders, manage network density, and optimize our network. We offer customers a fully automated, web-based fulfillment process supported by a specialized staff that is focused on maintaining high levels of service and managing complex customer requirements. Our One Call^SM Solution evaluates over 200,000 multi-modal shipping alternatives and presents the customer with the best shipment options based on time, service level and pricing priorities. Our owner-operator fleet is equipped with Qualcomm and other on-board technologies to provide real-time tracking, security and data integrity services to our customers. For our customers with high-value, high-risk shipments, we offer cutting-edge technologies such as geofencing to provide an added layer of security and the ability to monitor shipments in accordance with a defined virtual geographic route. For our owner operators, our web-based network optimization software helps position them for productivity and success by statistically predicting future demand levels. We believe that these applications strengthen our relationships with our customers and owner operators and enhance our productivity.

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Non-asset based business model promotes scalable operations.

Our non-asset based business model provides us with significant flexibility to expand without making large capital investments. We obtain 100% of our network capacity from owner operators, third-party ground carriers, air freight carriers, ocean shipping lines and other transportation asset providers. These providers supply assets such as trucks, container ships and aircraft and bear virtually all transportation-related expenses in exchange for a specified payment per shipment or per mile. Our model capitalizes on the incentives that owner operators and third-party providers have as business owners to operate reliably, safely and productively. In each of the past three years, our capital expenditures (excluding acquisitions) have been approximately one percent of revenues.

Industry vertical focus.

We employ industry experts in key vertical markets where specialized knowledge, experience and relationships can help solve our customers’ most pressing transportation challenges. Each industry expert has sales and marketing responsibility over markets such as automotive and heavy truck, diversified manufacturing, pharmaceutical and life science, government and defense, high value products, and 3PL. In the premium freight logistics market, where every shipment is critical, we believe our industry experts’ knowledge of our customers’ businesses provides a competitive advantage. For example, we are able to offer secret clearance and specialized equipment for Department of Defense shipments, customized cold-chain solutions that comply with Food and Drug Administration protocols for pharmaceuticals and hazmat and chain of custody assurance for the pharmaceuticals industry. We believe few competitors offer the same level of expertise, specifically tailored for industry and customer requirements.

Comprehensive premium package that is difficult to replicate.

Unlike the general freight transportation market, we believe the premium freight logistics market has time and cost hurdles confronting competitors that seek to establish a single-source solution. First, stringent service requirements, which include 24 hours a day, 7 days a week, 365 days a year availability, on-demand pick up and delivery within narrow time windows and a high level of customized service, make it difficult for carriers with asset-intensive, owned networks or a primary focus on traditional freight transportation to provide the type of flexibility and service required by our customers in the premium freight logistics market. Second, our extensive network of North American and global ground, air and ocean carriers would be difficult to replicate without considerable investments in time, relationships and technology. Third, a competitive technology platform would require significant capital investments, resources and time to develop and deploy. Fourth, obtaining a full suite of certifications as a motor carrier, broker, freight forwarder, non-vessel operating common carrier and indirect air carrier, as well as clearance for C-TPAT, Department of Defense and other security agencies, requires time and expertise.

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Our growth strategy

We believe that our business model has positioned us well for continued growth and profitability, which we intend to pursue through the following initiatives:

Broader penetration of existing accounts.

Our comprehensive suite of services positions us to expand our share of transportation expenditures of existing accounts through cross-selling opportunities. Since 2006, our account penetration has expanded to 3.0 services per top ten customer (by revenue) from 1.9 services. In the first six months of 2010, over 1,000 customers used more than one service. In the first six months of 2010, nine of our top ten customers utilized our air and ocean freight forwarding offerings, which we introduced in 2007. Customers that use multiple services are more profitable and more frequent users. We will continue to mine our database of 10,000 current and 30,000 historical customers to supply leads to our sales force and commit our North American capacity to large customers based on a total relationship approach.

Expand customer base within targeted industries.

We are leveraging our expertise and anchor relationships in target industries to gain additional customers in those industries. Since 2006, we have expanded our operations to cover six targeted industries and hired experts to oversee our operations in these industries. Our industry experts have developed detailed operating protocols that can be adapted readily to specific customer requirements and have specific sales goals for their markets. In addition, our industry experts have deep knowledge of each facet of the customer experience from shipment booking through planning, tracking and delivery. We believe our industry experts provide a significant competitive advantage in many of the targeted industries that demand highly specialized transportation solutions.

Expand our North American network.

We are expanding our North American network by actively recruiting owner operators and third-party carriers.

• Owner operators.    Our exclusive owner-operator capacity is a competitive advantage, and we are actively seeking to expand our owner-operator fleet. We seek to offer our owner operators a more attractive package than our competitors. We also offer technology that provides our owner operators visibility of all shipments in our system as well as “hot spots” where they can reposition their vehicles to quickly pick up the next load. In addition, we are highly focused on our owner operators’ quality of life concerns and maintain good relations with our owner operators. We also have identified attributes of successful fleet operators and are actively recruiting small business owners to invest in additional fleets. Based on recent business volumes, we are encouraging our fleet operators to expand their fleets so they, and we, can capitalize on the improving freight environment.

• Third party carrier network.    Our third-party carrier network allows us to grow independent of the size of our owner-operator fleet. Since 2006, we have expanded our third-party network to over 1,600 third-party ground carriers. Our flexible network of third party carriers allows us to capture significant revenue beyond what our exclusive owner operators can handle.

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Grow international air and ocean freight forwarding.

Since 2008, we have developed an international capability by offering air and ocean freight forwarding services and see tremendous opportunity in this $176 billion global market. In the first six months of 2010 we handled shipments to or from 38 countries, and international shipments contributed 6.5% of our revenue. We are pursuing this market aggressively by soliciting North American customers for their international business as part of our single-source solution. We have targeted 10 international gateway cities in the United States where we are hiring experienced international sales people and investing in building our brand in these markets. Because our international business is non-asset based, the expansion cost is relatively small compared with asset-based network operators.

Pursue selected acquisitions.

Over the past five years we completed three acquisitions and successfully integrated their operations. These acquisitions expanded our owner-operator network, enhanced our air freight forwarding capabilities, provided a West Coast sales and operations footprint and brought us our network optimization software. We intend to continue to evaluate and pursue selected acquisitions with an emphasis on businesses that we expect to expand our geographic coverage, increase our network density, accelerate our expansion into new industry verticals, or expand our service capabilities.

Industry opportunity

The global freight transportation industry is highly fragmented and includes a broad range of transportation modes and service levels. Within this industry, Panther operates in three key growing markets, expedited transportation, premium freight logistics and freight forwarding. We have leveraged our extensive experience and strong track record in expedited services as well as our sophisticated technology platform to develop a comprehensive suite of solutions for premium freight logistics and to grow our capabilities and presence in the freight forwarding segment.

Expedited transportation services are used by clients for time-critical services and are characterized by very stringent pick-up and delivery windows, advanced technology and high levels of customer service. Examples of such time-critical requirements are just-in-time deliveries of spare parts and components to manufacturers, specific delivery windows for large retail chains with significant penalties for delayed deliveries, and special shipments of new electronic product releases for holiday shopping seasons. Expeditors typically provide 24 hours a day, 7 days a week and 365 days a year availability, on demand pick-up within 90 minutes of request and delivery within 15 minutes of customer-specified times, and real-time tracking and tracing. Service providers in the expedited market include pure expeditors that maintain a dedicated network for expedited shipments and larger carriers that offer expedited services as a part of a broader transportation offering. Due to the critical nature of the service provided and the added level of reliability, speed, visibility and personalized service, expedited freight services command significant price premiums over traditional, non-expedited modes of transportation. The expedited transportation market is estimated by SJ Consulting to be $3.0 billion in 2009 with a growth rate of 14.0% in 2010 and then returning to a more normalized annual growth rate of 7.1% for the years 2011 to 2014.

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As supply chain requirements of shippers have expanded in recent years, we have seen the rapid growth of an expanded market that is not characterized solely by pick-up and delivery times. Premium freight logistics include door-to-door transportation of freight requiring specialized services, whether because of time critical requirements, special handling requirements, high value freight, special permit needs or any additional complexities that need customized solutions. While requirements vary from sector to sector, we believe there is an increasing demand for specialized services such as temperature controlled freight with Food and Drug Administration protocol compliant cold-chain solutions, advanced security solutions as well as shipment tracking and visibility, backed by highly personalized service and sophisticated technology.

Premium freight logistics providers compete primarily on the basis of speed, customization of service offering, technology and customer service. Depending on the complexity of the requirement, these are provided by a wide range of providers including some parcel companies and dedicated truckload carriers. The ability of service providers to charge a premium for time-critical and other specialized services has been positively impacted by a contracting supply base in ground transportation as several years of below average truck builds have reduced the supply of tractors in the industry. Additionally, we believe that the high rate of trucking bankruptcies during the recent economic downturn has helped to reduce the chronic oversupply of capacity in the industry over the last several years, which has led to more favorable pricing. The premium freight logistics market as defined by us corresponds to the premium freight transportation market as defined and estimated by SJ Consulting. SJ Consulting estimates that market to be $22.7 billion for 2009 with a growth rate of 10.0% for 2010 and then returning to a more normalized annual growth rate of 7.5% for the years 2011 to 2014.

Panther has been successful in expanding into the premium freight logistics market through our Elite Services offerings, which involve highly specialized solutions and customized handling for customers with special needs such as temperature-control and temperature-control protocol validation, government certifications, special security, heavy-weight and oversized shipments and emergency recoveries or distributions. This has enabled us to expand from automotive into other non-automotive, high growth industries such as government and defense, life sciences and pharmaceuticals and high value products.

The freight forwarding market is comprised of non-asset based transportation providers that arrange for multimodal transportation of heavyweight, non-local freight. The domestic freight forwarding market is estimated by SJ Consulting to be $4.6 billion with projected revenue for 2010 at $5.1 billion, with a growth rate of 10.0% for 2010 and returning to a more normalized growth rate of 4.8% for the years 2011 to 2014. The global freight forwarding market is estimated by SJ Consulting to be $176 billion in 2009 with a growth rate of 19.5% in 2010 and then returning to a more normalized annual growth rate of 10.3% for the years 2011 to 2014.

Panther’s developing capabilities in this market strongly position us to benefit from the growth trends in this large segment and to benefit from increased cross-selling opportunities to our clients.

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Key trends

The expedited, premium freight logistics and freight forwarding segments are expected to benefit from a variety of trends including the following:

Increased outsourcing.    Companies are increasingly focused on core competencies and improved customer service that result in the need for third party expert solutions backed by advanced technology capabilities.

LEAN supply chains and low inventory levels.    Companies are continuing to advance their supply chains and to focus on just-in-time delivery. These companies also have a heightened desire to keep inventories and working capital low. As a result, they increasingly need and value efficient expedited solutions.

Complex supply chains.    The growing need for integrated supply chain solutions is driving the need for premium logistics experts that have the ability to offer enhanced real-time visibility, reduced supply chain disruptions and comprehensive customer service.

Shortened product cycles.    As product cycles change and the life cycle of products continue to contract, we believe that companies will continue to seek out premium providers with the ability to react quickly and efficiently to meet their needs as their supply chains change with their business models.

Continued globalization.    Companies with expanding global operations are confronted with increased regulatory and security requirements as well as production and distribution challenges, creating demand for sophisticated providers with the ability to manage these complexities.

Competition

Panther’s competitive landscape is highly fragmented. In the expedited services and premium freight logistics segments, quality of service, technological capabilities and industry expertise are critical differentiators. In particular, companies with advanced technological systems that offer optimized shipping solutions, real-time visibility of shipments, verification of chain of custody procedures and advanced security carry significant operational advantages and create enhanced customer value. In addition, we believe that as supply chains become more geographically complex and diverse, carriers that are able to offer broader geographic coverage stand to gain over other providers.

Risks related to our business

Investing in our common stock involves a high degree of risk, and our ability to successfully operate our business is subject to numerous risks, including those that generally are associated with our industry. You should carefully consider the risk and uncertainties summarized below, the risks described under “Risk factors,” the other information contained in this prospectus, and our consolidated financial statements and the related notes before you decide whether to purchase our common stock.

• Our business is subject to general economic and business factors that are largely out of our control, such as recessionary economic cycles, changes in inventory levels, excess transportation capacity and downturns in customer business cycles, any of which could have a materially adverse effect on our operating results.

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• We operate in highly competitive and fragmented segments of our industry and the effects of that competition could adversely affect our profitability.

• We have a history of net losses. We can make no assurances that we will achieve profitability, or if we do, we may not be able to sustain or increase profitability in the future.

• Our owner operators are critical to the execution of our ground services. If we are unable to attract and retain the number of owner operators necessary to support our customers’ freight volumes, we may not be able to grow or maintain our revenues.

• If we fail to develop, implement, maintain, upgrade, enhance and integrate our information technology systems, demand for our services could decrease and our business may be seriously harmed.

• If we are unable to maintain the high level of service we provide to our customers, we may experience damage to our reputation and a resulting loss of business.

• If we are unable to expand the number of our sales and customer service employees, or if a significant number of our sales and customer service employees leave us, our ability to increase our revenues could be negatively impacted.

• We operate in a highly regulated industry and increased costs of compliance with, liability for violation of or changes in existing or future regulations could have a materially adverse effect on our business and profitability.

Our equity sponsor

Funds managed by Fenway Partners beneficially own, through a special purpose LLC, approximately 75.8% of our common stock and will be our largest stockholder upon consummation of this offering. For more information related to Fenway Partners’ ownership of us, its ability to elect our directors, and its transactions with us, see “Risk factors — Certain relationships and related party transactions” and “Principal and selling stockholders.”

Fenway Partners is a leading private equity investment firm based in New York, with funds under management of more than $1.6 billion. Founded in 1994, Fenway Partners provides active oversight and strategic guidance to improve the operating and financial performance of its portfolio companies. Fenway Partners’ focus is on building long-term value in partnership with management through direct investments in leading middle-market companies in two core industry segments, transportation/logistics and branded consumer products.

Panther

Panther Transportation, our predecessor and current subsidiary, began its operations in 1992. We were incorporated in Delaware on May 6, 2005 and became the parent company of Panther Transportation on June 10, 2005. We conduct all of our business through our subsidiaries. Our principal executive offices are located at 4940 Panther Parkway, Seville, Ohio 44273 and our telephone number is (330) 769-5830. We maintain an Internet website at www.pantherexpedite.com. We have not incorporated by reference into this prospectus the information on our website and you should not consider it to be a part of this prospectus.

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The offering

Issuer Panther Expedited Services, Inc.

Common stock offered by us              shares

Over-allotment option The selling stockholders have granted the underwriters an option to purchase up to an additional              shares of common stock within 30 days of the date of this prospectus in order to cover over-allotments, if any.

Common stock to be outstanding after this offering              shares

Offering price We expect the offering price to be between $             and $             per share.

Risk factors Investing in our common stock involves a high degree of risk. See “Risk factors” for a discussion of factors you should carefully consider before investing in our common stock.

Use of proceeds We estimate that our net proceeds from this offering will be approximately $             million (assuming an initial public offering price of $             per share, the midpoint of the filing range set forth on the cover of this prospectus and after deduction of underwriting discounts and estimated expenses payable by us). We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders pursuant to the underwriters’ over-allotment option.

We intend to use our net proceeds from this offering to repay a portion of the amounts outstanding under our existing senior secured credit facility (the “Existing Credit Facility”), redeem our 17% senior subordinated notes, repay a note payable to the sellers of Elite Logistics, LLC, pay a management agreement termination fee payable to Fenway Partners, LLC, to pay all or a portion of the dividends accumulated on our cumulative preferred stock and to use any remaining proceeds to repurchase all or some of our cumulative preferred stock. See “Use of proceeds.”

Dividend policy We have no current plans to pay any cash dividends in the foreseeable future.

Proposed listing symbol “PTHR”

Directed share program At our request, the underwriters have reserved for sale, at the initial public offering price, up to              shares offered by this prospectus to our directors, officers, employees, business associates and related persons.

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Contemporaneously with this offering, we intend to amend our certificate of incorporation to (1) increase the number of authorized shares of common stock to              shares, (2) effect a             -for-one stock split of our outstanding common stock, (3) to convert all outstanding shares of preferred stock that are not purchased with the proceeds of this offering to common stock on a             -for-one basis and (4) to convert any accumulated dividends on our cumulative preferred stock to common stock to the extent not paid with the proceeds of this offering. Following this offering and the amendment of the certificate of incorporation, we will only have shares of our common stock outstanding.

Unless otherwise indicated, all information contained in this prospectus assumes:

• the underwriters’ option to purchase              additional shares of common stock from the selling stockholders is not exercised; and

• that the common stock to be sold in this offering is sold at $            , which is the midpoint of the range set forth on the cover of this prospectus.

Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering:

• gives effect to the proposed             -for-one stock split of our common stock;

• gives effect to the proposed conversion of the shares of preferred stock we do not redeem into shares of common stock at a             -to-one conversion ratio;

• assumes that $             of dividends accumulated on the cumulative preferred stock are paid in cash;

• gives effect to the assumed exercise of all our outstanding warrants to purchase              shares of our common stock;

• includes              shares of issued unvested common stock issued under our incentive compensation plans other than our Cash Incentive Plan;

• includes              shares of common stock to be issued under our Cash Incentive Plan in connection with the offering;

• excludes             shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $             per share; and

• excludes              shares of common stock available for additional grants under our incentive compensation plans.

The share amounts and per share dollar amounts included in the consolidated financial statements and the accompanying notes have also been adjusted to reflect for the above actions retroactively unless otherwise indicated.

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Summary consolidated financial and other data

The following table sets forth our summary consolidated financial and other data for the periods and as of the dates indicated. The summary consolidated statement of operations data for the fiscal years ended December 31, 2006, 2007, 2008 and 2009 are derived from our audited consolidated financial statements with 2007 through 2009 being included elsewhere in this prospectus. The summary statement of operations data for the six months ended June 30, 2009 and 2010 and the summary consolidated balance sheet data for the six-month period ended June 2010 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. These unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements, and in the opinion of management, include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the results of operations for these periods. The historical results presented below are not necessarily indicative of the results expected for any future period. This information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus and the information contained in “Use of proceeds,” “Capitalization,” “Selected consolidated financial data,” and “Management’s discussion and analysis of financial condition and results of operations.”

(in thousands, except per share data or as otherwise noted)	Year ended December 31,												Six months  ended June 30,
	2006			2007			2008			2009			2009			2010
													(unaudited)
Consolidated statement of operations data:
Revenues	$	170,363		$	190,293		$	189,961		$	157,832		$	66,397		$	95,009
Operating expenses:
Purchased transportation		118,260			134,707			135,612			115,279			49,163			69,927
Personnel and related benefits		15,544			18,466			19,394			19,159			9,603			11,760
Insurance and claims		2,951			3,935			3,211			6,213			2,475			2,016
Depreciation		923			865			1,179			1,579			812			703
Amortization of intangibles(1)		7,674			7,840			7,827			8,077			4,038			4,038
Goodwill and intangibles impairment(2)		—			—			—			33,498			33,498			—
Other operating expenses		10,221			12,382			12,637			12,150			5,773			6,281
Total operating expenses		155,573			178,195			179,860			195,955			105,362			94,725
Operating income (loss)		14,790			12,098			10,101			(38,123	)		(38,965	)		284
Interest expense		12,449			11,344			12,730			14,003			6,461			7,984
Other expenses (income)		1,862			(141	)		(319	)		(71	)		(31	)		(32	)
Income (loss) before taxes		479			895			(2,310	)		(52,055	)		(45,395	)		(7,668	)
Income tax provision (benefit)		101			815			(213	)		(8,761	)		(7,639	)		(2,776	)
Net income (loss)	$	378		$	80		$	(2,097	)	$	(43,294	)	$	(37,756	)	$	(4,892	)
Less undeclared cumulative preferred dividends(3)	$	(3,300	)	$	(3,809	)	$	(4,370	)	$	(5,015	)	$	(2,421	)	$	(2,779	)
Net income (loss) available to common stockholders	$	(2,922	)	$	(3,729	)	$	(6,467	)	$	(48,309	)	$	(40,177	)	$	(7,671	)
Average number of shares outstanding
Basic and diluted		3,026,550			3,046,343			3,061,136			3,107,210			3,105,570			3,108,822
Earnings (loss) per share available to common stockholders:
Basic and diluted income (loss) per share	$	(0.97	)	$	(1.22	)	$	(2.11	)	$	(15.55	)	$	(12.94	)	$	(2.47	)
Cash flow data:
Cash flow provided by operating activities		8,294			10,372			4,407			1,172			3,666			968
Cash flow used in investing activities		(9,580	)		(7,743	)		(6,638	)		(778	)		(406	)		(787	)
Cash flow (used in) provided by financing activities		1,323			(3,001	)		2,760			(2,153	)		(3,356	)		(500	)
Capital expenditures		438			1,634			2,301			953			479			932
Key performance indicators:
Average shipments per business day		743			868			757			687			600			737
Average revenue per shipment	$	917		$	871		$	995		$	911		$	894		$	1,031
Average number of employees		256			319			368			341			345			364
Gross profit percentage		30.6%			29.2%			28.6%			27.0%			26.0%			26.4%
Adjusted EBITDA(4)		23,783			25,139			23,052			8,812			1,163			6,270

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	As of June 30, 2010
(in thousands)	Actual		As adjusted(5)
	(unaudited)
Consolidated balance sheet data:
Cash and cash equivalents	$	120	$
Total assets	$	162,146	$
Total debt	$	113,894	$
Cumulative preferred stock	$	21,385	$
Total stockholders’ equity	$	11,920	$

(1) We incur non-cash amortization related to the amortization of our finite-lived intangible assets. As a result of the acquisition of Panther, a portion of the purchase price was allocated to our intangible assets based upon their fair market values. The finite-lived intangible assets, which include our proprietary information systems platform and our customer relationships, are being amortized using the straight-line method over estimated useful lives of seven years and eighteen years, respectively.

(2) As a result of our testing of our goodwill and other indefinite lived intangibles in 2009, non-cash impairment charges were recorded reducing the carrying value of our goodwill and trade name by $28.1 million and $5.4 million, respectively. See “Management’s discussion and analysis of financial condition and results of operations.”

(3) Our cumulative preferred stock ranks senior in right of payment to all other classes or series of our capital stock as to dividends, and upon liquidation, dissolution, or winding up of Panther. The holders of our cumulative preferred stock are entitled to receive, when, as and if declared by our Board of Directors, cumulative preferential dividends on each share of cumulative preferred stock at a rate of 14% per year of the liquidation preference of $1,000 on each share of stock. Dividends on our cumulative preferred stock accrue whether or not we have earnings or the dividends are declared. Upon any voluntary or involuntary liquidation, dissolution, or winding up of Panther, each holder is entitled to payment of an amount equal to the liquidation preference of $1,000 per share of our cumulative preferred stock plus accrued and unpaid dividends before any distribution is made to the holders of other securities, including the common stock.

In January 2006, we issued 2,239 additional shares of cumulative preferred stock for $2.4 million in a private placement to third-party investors and repurchased 44,015 shares of the outstanding cumulative preferred stock for $47.2 million, including $3.2 million of cumulative preferred stock dividends. In connection with our January 2006 refinancing, the dividend rate on our outstanding cumulative preferred stock increased from 12% to 14%.

In connection with this offering, all of the dividends accumulated on the outstanding cumulative preferred stock will be paid in cash or converted to common stock and all the outstanding cumulative preferred stock will be redeemed or converted to common stock. See “Use of proceeds.”

(4) We use the term “Adjusted EBITDA” throughout this prospectus. Adjusted EBITDA, as we define this term, is not presented in accordance with GAAP. We use Adjusted EBITDA as a supplement to our GAAP results in evaluating certain aspects of our business, as described below.

We define Adjusted EBITDA as net income (loss) plus (1) interest expense (less interest income), (2) income tax provision (benefit), (3) depreciation of property and equipment, (4) amortization of intangibles, (5) goodwill and intangibles impairment, (6) management fees and Board of Director fees and expenses, (7) stock option expense and (8) other adjustments expense.

Our Board of Directors and executive management team focus on Adjusted EBITDA as a key measure of our performance, for business planning and for incentive compensation purposes. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that, in our opinion, do not reflect our core operating performance. Our method of computing Adjusted EBITDA is the same as that used in our debt covenants under our Existing Credit Facility and also is routinely reviewed by management for that purpose. For a reconciliation of our Adjusted EBITDA to our net income (loss), the most directly related GAAP measure, please see the table below.

Our President and Chief Executive Officer, who is our chief operating decision-maker, and our compensation committee traditionally have used Adjusted EBITDA thresholds in setting performance goals for our senior management. We believe such performance goals provide an incentive to improve profitability and thereby increase long-term stockholder value.

The annual bonuses for executive management are based on Adjusted EBITDA. At the same time, some or all of these executives have responsibility for monitoring our financial results generally, including the items included as adjustments in calculating Adjusted EBITDA (subject ultimately to review by our Board of Directors in the context of the Board of Directors’ review of our quarterly financial statements). While many of the adjustments involve mathematical application of items reflected in our financial statements, others involve a degree of judgment and discretion. While we believe that all of these adjustments are appropriate and while the quarterly calculations are subject to review by our Board of Directors in the context of the Board of Directors’ review of our quarterly financial statements and certification by our Chief Financial Officer in a compliance certificate provided to the lenders under our Existing Credit Facility, this discretion may be viewed as an additional limitation on the use of Adjusted EBITDA as an analytical tool.

We believe our presentation of Adjusted EBITDA is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.

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Adjusted EBITDA is not a substitute for net income (loss) cash flows from operating activities, operating margin, or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that, in our opinion, do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance.

Because of these limitations, Adjusted EBITDA should not be considered a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA supplementally.

A reconciliation of GAAP net income (loss) to Adjusted EBITDA for each of the fiscal periods indicated is as follows:

(in thousands)	Year ended December 31,										Six months ended June 30,
	2006		2007		2008			2009			2009			2010
											(unaudited)
Net income (loss)	$	378	$	80	$	(2,097	)	$	(43,294	)	$	(37,756	)	$	(4,892	)
Plus interest expense		12,449		11,344		12,730			14,003			6,461			7,984
Plus taxes		101		815		(213	)		(8,761	)		(7,639	)		(2,776	)
Plus depreciation		923		865		1,179			1,579			812			703
Plus amortization of intangibles		7,674		7,840		7,827			8,077			4,038			4,038
Plus goodwill and intangibles impairment		—		—		—			33,498			33,498			—
EBITDA		21,526		20,944		19,426			5,102			(586	)		5,057
Plus management fees and Board of Director fees and expenses		1,783		3,459		2,798			2,771			1,404			964
Plus stock option expense		474		736		828			429			345			249
Plus other adjustments(6)		—		—		—			510			—			—
Adjusted EBITDA	$	23,783	$	25,139	$	23,052		$	8,812		$	1,163		$	6,270

(5) The balance sheet data as of June 30, 2010 is presented on an actual basis and on an as adjusted basis to give effect to the sale of shares of common stock by us in this offering at an assumed initial offering price of $             per share, after deducting underwriting discounts and commissions and estimated offering expenses to be paid by us, and the application of proceeds as described in “Use of proceeds.”

(6) Sales adjustment reserve relating to a one-time reversal of revenues due to customer settlements.

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Risk factors

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks, as well as the other information included in this prospectus, before deciding to invest in our common stock. If any of the following risks, as well as other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur, they may materially harm our business, financial condition and results of operations. As a result, the trading price of our common stock could decline and you might lose part or all of your investment.

Risks related to our business and industry

Our business is subject to general economic and business factors that are largely out of our control, any of which could have a materially adverse effect on our operating results.

Our business is dependent on a number of factors that may have a negative impact on our results of operations, many of which are beyond our control. We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as:

• recessionary economic cycles;

• changes in our customers’ inventory levels and in the availability of funding for their working capital;

• excess transportation capacity in comparison with shipping demand; and

• downturns in our customers’ business cycles.

Further, the demand for expedited shipping correlates with the overall level of domestic spending in the United States, which in turn is influenced by factors such as inflation, consumers’ spending habits, employment rates and other macroeconomic factors over which we have no control. The risks associated with these factors are heightened when the U.S. and global economy are weakened. Some of the principal risks during such times are as follows:

• we may experience low overall freight levels, which may impair our ability to grow, or which may reduce, our revenue;

• certain of our customers may face credit issues and cash flow problems;

• in an effort to cut costs, customers may change their outsourcing and shipping strategies and other providers may be selected;

• reductions in inventories may reduce freight volumes and the need for our services; and

• customers may bid out freight or select competitors that offer lower rates from among existing choices in an attempt to lower their costs and we might be forced to lower our rates or lose freight.

We also are subject to increases in costs that are outside of our control that could materially impact our revenues and profitability. Such cost increases include, but are not limited to, interest rates, taxes, tolls, fuel, license and registration fees and healthcare and benefits costs for our employees.

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In addition, events outside our control, such as strikes or other work stoppages at customer, port, border or other shipping locations or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements could lead to reduced economic demand, reduced availability of credit or temporary closing of shipping locations or U.S. borders. Such events or enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.

We operate in highly competitive and fragmented segments of our industry and our business may suffer if we are unable to adequately address factors adversely affecting our revenues and expenses relative to our competitors.

Competition within the freight industry is intense and the segments of the freight transportation industry in which we participate are highly competitive and very fragmented. Certain segments of the freight transportation industry historically have had few barriers to entry. Through our array of premium freight logistics services, we compete against other non-asset based logistics companies as well as asset-based carriers; freight forwarders that dispatch shipments via asset-based carriers; smaller expedited carriers; integrated transportation companies that operate their own aircraft; cargo sales agents and brokers; internal shipping departments at companies that have substantial transportation requirements; associations of shippers organized to consolidate their members’ shipments to obtain lower freight rates; and smaller niche service providers that provide services in a specific geographic market, industry segment or service area.

Numerous competitive factors could impair our ability to maintain or improve our current profitability. These factors include the following:

• we may compete with other expedited, freight forwarding and logistics transportation providers of varying sizes and, to a lesser extent, standard transportation providers, some of which have access to larger fleets, broader coverage networks, a wider ranges of services and greater capital resources than we do;

• the continuing trend toward consolidation in the freight transportation industry may create more large competitors with greater financial resources and other competitive advantages related to size with whom we may have difficulty competing;

• many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates;

• in recent years a number of shippers have reduced the number of carriers they use by selecting core carriers as approved service providers, and some of our customers may not select us as a core carrier;

• many customers periodically solicit bids from multiple providers for their shipping needs and this process may depress freight rates or result in a loss of business to competitors;

• advances in technology may require us to increase investments in order to remain competitive and our customers may not be willing to accept higher freight rates to cover the cost of these investments;

• establishment by our competitors of cooperative relationships to increase their ability to address shippers’ needs; and

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• we face intense competition in attracting and retaining qualified owner operators from the available pool of drivers and fleets, which may require us to increase owner-operator compensation or take other measures to remain an attractive option for owner operators.

We have a recent history of net losses.

For the years ended December 31, 2009 and 2008, we incurred net losses of $43.3 and $2.1 million, respectively. Achieving profitability depends upon numerous factors, including the level of domestic spending and our ability to expand our overall volume and control expenses while maintaining or increasing our rates. We might not achieve profitability or, if we do, we may not be able to sustain or increase profitability in the future.

Difficulty in attracting and retaining qualified owner operators, increases in owner-operator compensation and the CSA 2010 program could adversely affect our customer relationships, revenues and results of operations and the ability to maintain or grow our fleet.

A significant portion of our ground transportation services is provided to our customers through our owner operators, who are responsible for maintaining their own equipment and paying their own fuel, insurance, licenses and other operating costs. Our owner operators provide all of the vans, straight trucks and tractors they use in our ground expedited business. Owner operators make up a relatively small portion of the pool of all professional drivers in the United States. Turnover and bankruptcy among owner operators often limit the pool of qualified owner operators and increases competition for their services. Thus, our continued reliance on owner operators could limit our ability to grow our ground transportation fleet.

From time to time we have experienced difficulty in attracting and retaining sufficient numbers of qualified owner operators and such shortages may recur in the future. Additionally, our agreements with owner operators are terminable by either party upon short notice and without penalty. Consequently, we regularly need to recruit qualified owner operators to replace those who have left our fleet. If we are unable to retain our existing owner operators or recruit new owner operators, our business and results of operations could be adversely affected.

The compensation we offer our owner operators is subject to market conditions and we may find it necessary to continue to increase owner-operator compensation in future periods. If we are unable to continue to attract and retain a sufficient number of owner operators, we could be required to adjust our compensation packages or operate with fewer trucks and face difficulty meeting shipper demands, all of which would adversely affect our profitability and ability to maintain our size or grow.

During 2010, the FMCSA will launch CSA 2010, which is a new compliance and enforcement initiative. The stated goal under CSA 2010 is to achieve a reduction in large truck and bus crashes, injuries and fatalities, while maximizing the resources of the FMCSA and its state partners. The FMCSA will use a comprehensive measurement system of all safety-based violations found during roadside inspections, weighing such violations by their relationship to crash risk. CSA 2010’s data analysis expands on the previous system utilized by the FMCSA and covers more behavioral areas specifically linked to crash risk such as unsafe or fatigued driving, driver fitness, controlled substances, crash history, vehicle maintenance and improper loading. Safety performance information will be accumulated to assess the safety performance of both carriers and drivers. Safety scores will be published each month and, consequently, each trucking company’s safety ranking could rise or fall each month. The CSA 2010 implementation date is set for the second

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half of 2010 and enforcement is scheduled to begin in 2011, although it is operational for a large portion of motor carriers in nine test states. As a result of CSA 2010, certain current and potential drivers may no longer be eligible to drive for us and our fleet could be ranked poorly as compared to our peer firms. A reduction in eligible drivers or a poor fleet ranking may result in difficulty attracting and retaining qualified owner-operators and could cause our customers to direct their business away from us and to carriers with higher fleet rankings, which would adversely affect our results of operations.

If we are unable to maintain the high level of service we provide to our customers, we may experience damage to our reputation and a resulting loss of business.

Our reputation is based on the level of personalized customer service that we provide, tailored to our customers’ shipping needs and we compete with other premium transportation providers based on our reliability, delivery time, security, visibility and personalized service. Our customers, in turn, pay a premium for this level of service. If this level of service deteriorates; if we are prevented from delivering on our promises of timeliness, reliability and security; or if we are unable to attract and retain the professional customer service staff that our business model demands, our business may suffer.

If our owner operators and third-party carriers do not meet our needs or expectations or those of our clients, our business could suffer.

The success of our business depends to a large extent on our relationships with clients and our reputation for providing high-quality, technology-enabled solutions to their shipping needs. We do not own or control the transportation assets that deliver our clients’ freight and we do not employ the people directly involved in delivering the freight. We rely on owner operators and independent third parties to provide services to our clients. If any of the third parties we rely on do not meet our or our clients’ needs, expectations or standards for quality, timeliness and customer service, our professional reputation may be damaged and our business could be harmed.

If we are unable to expand the number of our sales and customer service employees, or if a significant number of our sales and customer service employees leaves us, our ability to increase our revenues and profitability could be negatively impacted.

Our ability to expand our business will depend, in part, on our ability to attract additional sales representatives with established customer relationships. Competition for qualified sales representatives can be intense and we may be unable to hire such persons. Any difficulties we experience in expanding the number of our sales representatives could have a negative impact on our ability to expand our customer base, increase our revenues and continue our growth.

In addition, we must retain our current sales representatives and properly incentivize them to obtain new customers and maintain existing customer relationships. If a significant number of our sales representatives and agents leaves us, our revenues could be negatively impacted. We have entered into agreements with our sales representatives and agents that contain non-compete provisions to mitigate this risk, but we may need to litigate to enforce our rights under these agreements, which could be time-consuming, expensive and ineffective as these agreements do not affect our customers. A significant increase in the turnover rate among our current sales representatives could also increase our recruiting costs and decrease our operating efficiency, which could lead to a decline in the demand for our services.

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Because our business utilizes commercial air carriers, air charter operators, ocean freight carriers and other transportation companies, changes in available cargo capacity or other changes affecting such carriers, including interruptions in service and increases in operating costs, may hurt our business.

We use third-party air carriers, air charter operators, ocean freight carriers and other transportation companies in transporting our customers’ goods. Consequently, our ability to transport freight for our customers may be adversely affected by shortages in available cargo capacity and other factors not within our control, including changes by carriers and other transportation companies in their scheduling, pricing, payment terms and service policies and practices. Reductions in air freight, ocean freight or ground freight capacity could hurt our revenues and results of operations. Material interruptions in service or stoppages of transportation, whether caused by bad weather, strikes, work stoppages, lock-outs, slowdowns or otherwise, could also adversely affect our business and results of operations.

Our operating results also are vulnerable to price increases from our third-party carriers, including those caused by increases in their operating costs for items such as fuel, taxes and labor. Because freight costs represent a significant portion of our costs, even relatively small increases in rates charged by third parties, if we are unable to pass them through to our customers, are likely to adversely affect us.

A decrease in the number of carriers participating in our network could adversely affect our business.

In 2009, we used approximately 1,600 third party ground carriers, and over 500 air and ocean carriers. We expect to continue to rely on these carriers to fulfill our shipping orders in the future. However, these carriers are not contractually required to continue to accept order from us. If shipping capacity at a significant number of these carriers becomes unavailable, we will be required to use fewer carriers, which could significantly limit our ability to serve our clients on competitive terms. The transportation industry has also experienced consolidation among carriers in recent years and further consolidations could result in a decrease in the number of carriers and an increase in the price of their services, which may impact our ability to serve our clients on competitive terms. In addition, we rely on price bids provided by our carriers to populate our database. If the number of our carriers decreases significantly, we may not be able to obtain sufficient pricing information, which could affect our ability to obtain favorable pricing for our clients.

We may not be able to identify, make and successfully integrate acquisitions, which could have an adverse effect on our growth and results of operations.

Historically, a key component of our growth strategy has been to pursue acquisitions of complementary businesses. We cannot predict whether we will be able to identify suitable acquisition candidates or acquire them on reasonable terms or at all and a failure to do so could limit our ability to expand our business. Additionally, we may be competing with better capitalized companies for potential targets, potentially increasing the price of certain targets or making them unattainable. If we succeed in consummating future acquisitions, our business, financial condition and results of operations may be negatively affected because:

• some of the acquired businesses may not achieve anticipated revenues, earnings or cash flows;

• we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;

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• we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

• acquisitions could disrupt our ongoing business, distract our management and divert our resources;

• we may experience difficulties operating in markets in which we have had no or only limited direct experience; and

• there is a potential for loss of customers, employees, drivers or owner operators of any acquired company.

If we make future acquisitions, we may issue shares of capital stock that dilute other stockholders’ holdings, incur debt, assume significant liabilities or create additional expenses related to intangible assets, any of which might reduce our profitability and cause our stock price to decline.

A determination by regulators or courts that our owner operators are employees could expose us to various liabilities and additional costs and our business and results of operations could be adversely affected.

Legislative and other regulatory authorities have in the past sought to assert that owner operators in the trucking industry are employees rather than independent contractors. Many states have initiated enforcement programs to increase their revenues from items such as unemployment, workers’ compensation and income taxes and a reclassification of owner operators as employees would help states with these initiatives. Further, class actions and other lawsuits have arisen in our industry seeking to reclassify owner operators as employees for a variety of purposes, including workers’ compensation, wage and hour and health care coverage. In addition, taxpayers meeting certain criteria may be beneficiaries of a safe harbor for treatment of individuals as independent contractors if they have received a ruling from the Internal Revenue Service or a court decision affirming their treatment or if they are following a long-standing recognized industry practice. However, proposed federal legislation supported by the Obama administration would make it easier for tax and other authorities to reclassify independent contractors, including owner operators, as employees. If our owner operators are determined to be our employees, we would incur additional exposure under federal, state and local tax, workers’ compensation, unemployment benefits, labor and employment laws, including for prior periods, as well as potential liability for penalties and interest, which could have a materially adverse effect on our results of operations and financial condition and the ongoing viability of our business model.

We operate in a highly regulated industry and increased costs of compliance with, liability for violation of or changes in existing or future regulations could have a materially adverse effect on our business and profitability.

International and domestic transportation of goods is subject to various laws, rules and regulations and we are required to obtain and maintain various licenses and permits in the operation of our business, some of which are difficult to obtain.

Our owner operators also must comply with the safety and fitness regulations of the Department of Transportation, or DOT, including those relating to drug and alcohol testing and hours of service. Such matters as weight and equipment dimensions also are subject to governmental

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regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions, drivers’ hours of service, ergonomics, on-board reporting of operations, collective bargaining, security at ports and other matters affecting safety or operating methods. The DOT is currently engaged in a rulemaking proceeding regarding drivers’ hours of service, and the result could negatively affect our owner operators’ utilization of their equipment. Other agencies, such as the Environmental Protection Agency, or EPA, and the Department of Homeland Security, or DHS, also regulate our operations and owner operators. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs. Higher costs incurred by us or by our suppliers who pass the costs on to us through higher prices could adversely affect our results of operations.

The TSA has adopted regulations that require a determination by the TSA that each driver who applies for or renews his or her license for carrying hazardous materials is not a security threat. This could reduce the pool of qualified drivers, which could require us to increase owner-operator compensation, limit our growth or turn away customers. These regulations also could complicate the matching of available equipment with hazardous material shipments, thereby increasing our response time on customer orders and our owner-operators’ non-revenue miles. As a result, it is possible we may fail to meet the needs of our customers or may incur increased expenses to do so.

EPA regulations limiting exhaust emissions became more restrictive in 2010. On May 21, 2010, President Obama signed an executive memorandum directing the National Highway Traffic Safety Administration, or NHTSA, and the EPA to develop new, stricter fuel efficiency standards for heavy trucks, beginning in model year 2014. In December 2008, California adopted new performance requirements for diesel trucks, with targets to be met between 2011 and 2023 and California also has adopted aerodynamics requirements for certain trailers. Regulation or legislation related to climate change that potentially imposes restrictions, caps, taxes or other controls on emissions of greenhouse gas also could adversely affect our operations and financial results if they are passed. Federal and state lawmakers have proposed potential limits on carbon emissions under a variety of climate-change proposals. Compliance with such regulations could increase the cost of new tractors, impair equipment productivity and increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel engines and the residual values of these vehicles, could adversely affect our business or operations and those of our owner operators.

In order to reduce exhaust emissions, some states and municipalities have begun to restrict the locations and amount of time where diesel-powered tractors, such as those used in our operations, may idle. These restrictions could alter our owner operators’ behavior, force them or us to purchase on-board power units that do not require the engine to idle or face a decrease in productivity.

From time to time, various federal, state, local or foreign taxes may be increased. We cannot predict whether or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our profitability.

Our air freight business in the United States is subject to regulation as an indirect air carrier by the TSA and the DOT. Our indirect air carrier security program is approved by and we believe we are in compliance with, the applicable TSA regulations.

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The Department of Defense imposes security clearance, operational and other requirements that may limit the effective pool of owner operators and third-party carriers available to transport these shipments or increase our costs.

Our ocean transportation business in the United States is subject to regulation by the Federal Maritime Commission, or the FMC. The FMC licenses intermediaries (combined ocean freight forwarders and non-vessel operating common carriers). Indirect ocean carriers are subject to FMC regulation under the FMC’s tariff publication and surety bond requirements and under the Shipping Act of 1984 and the Ocean Reform Shipping Act of 1998, particularly those terms prescribing rebating practices.

Our international operations are impacted by a wide variety of U.S. government regulations, including those of the U.S. Department of State, U.S. Department of Commerce and the U.S. Department of Treasury, as well as regulations of other countries. Regulations cover matters such as what commodities may be shipped to what destination and to what end-user, unfair international trade practices and limitations on entities with whom we may conduct business. As we continue to expand our international operations, we will be subject to highly complex and detailed customs laws and regulations and export and import controls.

From time to time, we transport hazardous or explosive materials, the handling or release of which could subject us to large fines, penalties or lawsuits.

We are subject to a broad range of federal, state and local environmental, health and safety laws and regulations, both criminal and civil, enforced by agencies such as the Pipeline and Hazardous Materials Safety Administration, the Occupational Safety & Health Administration, the EPA and the Departments of Defense and Homeland Security, including regulations governing hazardous discharges into the air and water, the handling and disposal of solid and hazardous waste and the shipment of explosive or illegal substances. In the course of our operations, we may be asked to transport or to arrange for the transportation of substances defined as hazardous under applicable laws. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we transport or arrange for the transportation of hazardous or explosive materials in violation of applicable laws or regulations, we may be subject to cleanup costs and liabilities including substantial fines, civil penalties or civil and criminal liability, as well as bans on making future shipments in particular geographic areas, any of which could have a materially adverse effect on our business and operating results. In the event we are found to not be in compliance with applicable environmental, health and safety laws and regulations, we could be subject to large fines, penalties or lawsuits and face criminal liability. In addition, if any damage or injury occurs as a result of our transportation of hazardous, explosive or illegal materials, we may be subject to claims from third parties and bear liability for such damage or injury.

Increases in fuel prices could affect the availability and cost of owner operators.

Our owner operators bear the costs of operating their vehicles, including the cost of fuel and fuel taxes. To address fluctuations in fuel prices, we seek to impose fuel surcharges on our customers, and we generally pass through these surcharges on to our owner operators. However, there is no assurance that such fuel surcharges can be maintained indefinitely or will be sufficiently effective and market pressures may limit our ability to pass along increases in the price of fuel. In addition, in times of increasing fuel prices, the lag time between adjusting the fuel surcharges and actual fuel prices may cause under-recovery because our fuel surcharge pass throughs may not keep pace with the increases in fuel costs experienced by our owner operators. Accordingly, if costs for

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fuel or fuel taxes escalate significantly, it could make it more difficult to attract additional owner operators or retain our current owner operators. Our owner operators also may seek higher compensation from us in the form of higher rates to offset increases in fuel prices, which could have a materially adverse effect on our results of operations.

Our information technology platform relies heavily on telecommunication service providers, electronic delivery systems and the Internet, which exposes us to a number of risks over which we have no control, including the risk of failures and disruptions of essential services.

We rely heavily on our proprietary information technology platform to quote, book and track shipments; to determine the location and capabilities of our owner-operator network and to schedule their shipments; to recommend cost-effective solutions in the appropriate transportation mode and store externally and internally generated data. Therefore, our business requires the efficient and uninterrupted operation of our computer and communications hardware systems and infrastructure. Our information technology systems also depend upon global communications providers, satellite-based communications systems, electric utilities and telecommunications providers. We have no control over the operation, quality or maintenance of these services or whether vendors will improve their services or continue to provide services that are essential to our business. We also are dependent on computer operating systems, web browsers and other aspects of the Internet infrastructure that have experienced significant system failures and outages in the past. Our systems are susceptible to outages due to fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite our implementation of network security and other back-up measures, our servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. The occurrence of any of these events could disrupt or damage our information technology systems and prevent us from delivering promised service levels to our customers and cause material harm to our reputation, which may result in a loss of business. In addition, the failure of the hardware or software that supports our information technology systems, the loss of data contained in these systems or the inability to access or interact with our customers electronically through our website could significantly disrupt our operations, prevent customers from placing orders or cause us to lose customers.

If we fail to develop, implement, maintain, upgrade, enhance and integrate information technology systems, demand for our services could decrease and our business may be seriously harmed.

We rely heavily on our information technology system to efficiently run our business. To keep pace with changing technologies and customer demands, we must correctly interpret and address market trends and enhance the features and functionality of our proprietary technology platform in response to these trends, which may lead to significant ongoing software development costs. We may be unable to accurately determine the needs of our customers and the trends in the transportation services industry or to design and implement the appropriate features and functionality of our technology platform in a timely and cost-effective manner, which could result in decreased demand for our services and a corresponding decrease in our revenues. Despite testing, we may be unable to detect defects in existing or new versions of our proprietary software, or errors may arise in our software. Any failure to identify and address such defects or errors could result in loss of revenues or market share, liability to customers or others, diversion of resources, injury to our reputation and increased service and maintenance costs. Correction of such errors could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost.

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We must maintain and enhance our information technology systems to remain competitive and effectively handle higher volumes of freight through our network. If our information technology systems are unable to manage additional volume for our operations as our business grows, our service levels and operating efficiency could decline. We expect customers to continue to demand more sophisticated, fully integrated information systems from their transportation providers. If we fail to hire and retain qualified personnel to implement, protect and maintain our information technology systems or if we fail to upgrade our systems to meet our customers’ demands, our business and results of operations could be seriously harmed. This could result in a loss of customers and a decline in the volume of freight we receive from customers.

Our inability to protect our intellectual property rights may impair our competitive position. We rely on a combination of trademarks, copyrights, trade secrets and other forms of intellectual property protection. However, these protections may not be adequate.

We rely on a combination of copyright, trademark and trade secret laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights including our source code. Our success depends upon our ability to protect and preserve our trademarks, trade names and similar intellectual property rights. We have obtained U.S. trademark registrations, and one U.S. copyright registration. To date, we have not pursued patent protection for our proprietary information systems platform and do not have issued patents or pending patent applications. We will continue to evaluate the registration of additional trademarks, copyrights, and other intellectual property rights in the United States and certain foreign countries as applicable. We cannot guarantee that our pending applications will be approved by the applicable governmental authorities. Moreover, even if our applications are approved, we cannot guarantee that third parties may not seek to oppose or otherwise challenge our registrations or applications. A failure to obtain a trademark registration or a successful challenge to our registrations may limit our ability to protect the intellectual property right that these applications and registrations intend to cover, which may have a material adverse effect on our business.

If we are unable to protect confidentiality of our unpatented proprietary information and technology, our business could be adversely affected.

We rely significantly on unpatented proprietary rights, including know-how and continuing technological innovation in providing our services. We currently attempt to protect the majority of our intellectual property, including our One Call^SM Solution, through the use of trade secrets and other intellectual property laws, confidentiality and non-disclosure agreements with our employees, independent contractors, and customers as well as security measures. Such measures, however, provide only limited protection, and although we use reasonable efforts to protect our proprietary and confidential information, we cannot be certain that the steps we have taken to protect our intellectual property rights will be adequate, that our confidentiality and non-disclosure agreements will not be breached, out trade secrets will not otherwise become known by competitors or that we will have the adequate remedies in the event of an unauthorized use or disclosure of proprietary information. If our proprietary information is divulged to third parties, including competitors, our competitive position could be harmed. Moreover, others may independently develop similar or equivalent trade secret or know-how. This may allow our existing and potential competitors to develop services that are competitive with, or superior to, our services.

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Further, we conduct business outside of the United States, including Mexico and Canada. We have taken limited actions to protect our IP outside the United States, protecting our trade name in Canada, but not elsewhere. Moreover, effective trademark, copyright, trade secret and other intellectual property protections may be unavailable or limited in certain countries outside the United States. As a result, we may not be able to effectively prevent third parties from outside the United States from infringing or misappropriating our rights or imitating or duplicating our technology, services or methodologies or using trademarks similar to ours. Our failure to protect our intellectual property and other proprietary rights adequately could harm our competitive position, or otherwise harm our business.

In the future we may need to take legal action to protect and enforce our intellectual property rights or to determine the validity and scope of the rights of others. Such legal action, regardless of the outcome, could be time-consuming and costly, and may divert our resources and management attention. Moreover, the result of any legal action is subject to uncertainty. We may not prevail in such proceedings given the complex technical issues and the inherent uncertainties in intellectual property litigation.

Assertions by third parties that we infringe intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses.

While we are not aware of any infringement or misappropriation of the intellectual property rights of third parties and we believe that we have all necessary rights to implement our systems, our use of acquired technologies could be challenged by claims that such use infringes, misappropriates or otherwise violates the intellectual property rights of third parties. Any intellectual property claims, with or without merit, could be time-consuming and costly to resolve, could divert management’s attention from our business and could require us to pay substantial monetary damages. Any settlement or adverse judgment resulting from such a claim could require us to enter into a licensing agreement to continue using the technology that is the subject of the claim, or could otherwise restrict or prohibit our use of such technology. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all, from the party asserting an infringement claim, or that we would be able to develop or license a suitable alternative technology to permit us to continue offering the affected services to our clients. Any significant delay in the replacement or interference in our use of this software could have a materially adverse effect on our business, financial condition and results of operations.

Efforts by labor unions could divert management attention and could have a materially adverse effect on our operating results.

Although none of our employees currently are represented by a union, we always face the risk that our employees could attempt to organize a union. Congress or one or more states could approve legislation significantly affecting our businesses and our relationship with our employees, such as the proposed federal legislation referred to as the Employee Free Choice Act, which would substantially liberalize the procedures for union organization. Any attempt to organize by our employees could result in increased legal and other associated costs. In addition, if we entered into a collective bargaining agreement, the terms could negatively affect our costs, efficiency and ability to generate acceptable returns on the affected operations.

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As a public company, we will be required to meet periodic reporting requirements under Securities and Exchange Commission, or the SEC, rules and regulations. Complying with federal securities laws as a public company is expensive and we will incur significant time and expense enhancing, documenting, testing and certifying our internal controls over financial reporting. Any deficiencies in our financial reporting or internal controls could adversely affect our business and the trading price of our common stock.

As a publicly traded company following completion of this offering, we will be required to file periodic reports containing our financial statements with the SEC within a specified time following the completion of quarterly and annual periods. Any failure by us to file our periodic reports with the SEC in a timely manner could harm our reputation and reduce the trading price of our common stock.

As a public company, we will incur significant legal, accounting, insurance and other expenses. Compliance with Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as other rules of the SEC, the Public Company Accounting Oversight Board and the rules of our listing exchange will increase our legal and financial compliance costs and make some activities more time-consuming and costly. Furthermore, once we become a public company, SEC rules require that our Chief Executive Officer and Chief Financial Officer periodically certify the existence and effectiveness of our internal controls over financial reporting. Our independent registered public accounting firm will be required, beginning with our Annual Report on Form 10-K for our fiscal year ending on December 31, 2011, to attest to our assessment of our internal controls over financial reporting. This process will require significant documentation of policies, procedures and systems; review of that documentation by our internal accounting staff and our outside auditors and testing of our internal controls over financial reporting by our internal accounting staff and our outside independent registered public accounting firm. This process will involve considerable time and expense, may strain our internal resources and have an adverse impact on our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter.

During the course of our testing, we may identify deficiencies that would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in our financial reporting and may negatively affect the trading price of our common stock. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it may negatively impact our business, results of operations and reputation.

If we fail to maintain adequate internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley, it could result in inaccurate financial reporting, sanctions, or securities litigation, or could otherwise harm our business.

As a public company, we will be required to comply with the standards adopted by the Public Company Accounting Oversight Board in compliance with the requirements of Section 404 of Sarbanes-Oxley regarding internal control over financial reporting. Prior to becoming a public

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company, we are not required to be compliant with the requirements of Section 404. The process of becoming compliant with Section 404 may divert internal resources and will take a significant amount of time and effort to complete. We may experience higher than anticipated operating expenses, as well as increased independent auditor fees during the implementation of these changes and thereafter. We are required to be fully compliant with Section 404 by the end of fiscal year 2011, and at that time our management will be required to deliver a report on their assessment of our internal controls. Completing documentation of our internal control system and financial processes, remediation of control deficiencies, and management testing of internal controls will require substantial effort by us. We cannot assure you that we will be able to complete the required management assessment by our reporting deadline. Failure to implement these changes in a timely, effective, or efficient manner could harm our operations, financial reporting or financial results, and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors.

We self-insure a significant portion of our claims exposure, which could significantly increase the volatility of and decrease the amount of, our earnings.

We use the services of hundreds of transportation companies and their drivers in connection with our transportation operations. From time to time, these drivers are involved in accidents and goods carried by these drivers are lost or damaged and the carriers may not have adequate insurance coverage. We self-insure for amounts up to $750,000 per event for trucker’s liability. We accrue the costs of the uninsured portion of pending claims based on estimates derived from our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement costs of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal costs and claims that have been incurred but not reported. Due to our high self-insured amounts, a significant or unexpected increase in the frequency or severity of traffic accidents, cargo damage, or other claims could adversely affect our results of operations.

Our liability coverage has a maximum aggregate limit of $5.0 million per occurrence with an excess coverage of $25.0 million per occurrence and in the aggregate, plus an additional excess coverage of $20.0 million in the aggregate. If any claim exceeded our aggregate coverage limit, we would bear the excess, in addition to our other self-insured amounts. Although we believe our aggregate coverage limits are sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed those limits. Our insurance and claims expense could increase or we could find it necessary to raise our self-insured retention or decrease our aggregate coverage limits when our policies are renewed or replaced. Our operating results and financial condition may be adversely affected if these expenses increase, if we experience a claim in excess of our coverage limits, if we experience a claim for which we do not have coverage or if we have to increase our reserves.

If we are unable to retain our senior executive officers, our business, financial condition and results of operations could be harmed.

We are highly dependent upon the services of our senior executive officers. The loss of the services of any of these individuals could have a materially adverse effect on our operations and future profitability. Our goal of expanding our operations and continuing our growth depends on our ability to retain our executive officers and other capable managers. Although we believe we could replace key personnel given adequate prior notice, the unexpected departure of key

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executive officers could cause substantial disruption to our business and operations. Even if we are able to continue to retain and recruit talented personnel, we may not be able to do so without incurring substantial costs. If we are unable to retain our executive officers and key employees, our operations could be adversely affected.

The business cycles of our customers and the industries we serve can adversely affect our operations.

We have a large number of customers in certain industries. If these customers experience cyclical movements in their business activities due to an economic downturn, work stoppages or other factors over which we have no control, the volume of freight shipped by those customers may fluctuate significantly and possibly decrease and our operating results could be adversely affected. Any unexpected reduction in revenues for a particular quarter could cause our quarterly operating results to fall below the expectations of public market analysts or stockholders. In this event, the trading price of our common stock may fall significantly.

Seasonality and the impact of weather and other catastrophic events affect our operations and profitability.

The transportation industry experiences seasonal fluctuations. Our results of operations are typically lower for the first quarter of the calendar year relative to our other quarters. We believe this is due in part to the post-holiday reduction in demand experienced by many of our customers, which leads to more capacity in the non-expedited and service-critical markets and, in turn, less demand for expedited and premium shipping services. In addition, the productivity of our owner operators generally decreases during the winter season because inclement weather impedes operations. At the same time, our operating expenses generally increase and fuel efficiency declines because of engine idling and harsh weather, creating higher accident frequency and increased claims. We also may suffer from weather-related or other events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies or adversely affect the business or financial condition of our customers, any of which could harm our results or make our results more volatile.

We are subject to certain risks arising from our international business.

We are expanding our global footprint, specifically in international-air and ocean modes. As a result, we are subject to risks of our international business, including changes in the economic strength of certain foreign countries, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. export and import laws and social, political and economic instability. In addition, if we are unable to maintain our C-TPAT status, we may have significant border delays, which could cause our international operations to be less efficient than competitors also operating internationally that obtain or continue to maintain C-TPAT status. We also face additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes or government royalties imposed by foreign governments. Factors that substantially affect the operations of our international business may have a materially adverse effect on our overall operating results.

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Terrorist attacks, anti-terrorism measures and war could have broad detrimental effects on our business operations.

As a result of the potential for terrorist attacks, federal, state and municipal authorities have implemented and continue to follow various security measures, including checkpoints and travel restrictions on large trucks. Such measures may reduce the productivity of our owner operators or increase the costs associated with their operations, which we could be forced to bear. For example, security measures imposed at bridges, tunnels, border crossings and other points on key trucking routes may cause delays and increase the non-driving time of our owner operators, which could have an adverse effect on our results of operations. Congress has mandated 100% security screening of air cargo traveling on passenger airlines effective July 31, 2010 and for ocean freight by July of 2012, which may increase costs associated with our air and freight forwarding operations. War, risk of war or a terrorist attack also may have an adverse effect on the economy. A decline in economic activity could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of terrorism or war also could impact our ability to raise capital. In addition, the insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically or such coverage could be unavailable in the future.

We could be required to record a material non-cash charge to income if our recorded intangible assets or goodwill are determined to be impaired.

As of June 30, 2010, we have goodwill of $58.5 million and certain indefinite-lived intangible assets of $11.2 million. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. In accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 350, “Intangibles—Goodwill and Other,” or Topic 350, we test goodwill and indefinite-lived intangible assets for potential impairment annually and between annual tests if any event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Any impairments in our goodwill and in definite-lived intangible assets is charged to our results of operations. Our evaluation in 2009 determined that there were indicators of an impairment. These indicators included a significant decrease in operating results, a decrease in non-financial key performance indicators and other macroeconomic factors. As a result of our testing of our goodwill and other indefinite lived intangibles in 2009, non-cash impairment charges were recorded reducing the carrying value of our goodwill and trade name by $28.1 million and $5.4 million, respectively. We may never realize the full value of our intangible assets. Any future determination requiring the write-off of a significant portion of our goodwill or intangible assets would have an adverse effect on our financial condition and results of operations.

As a U.S. government contractor, we are subject to a number of procurement and other rules and regulations.

Services for government agencies accounted for approximately 4.2% of our revenues in 2009. To do business with government agencies, either directly as a contractor or indirectly as a subcontractor, we must comply with and are affected by many laws and regulations, including those relating to the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things:

• require, in some cases, certification and disclosure of all cost and pricing data in connection with contract negotiations; and

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• impose accounting rules that define allowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts.

These laws and regulations affect how we do business with the U.S. government and, in some instances, impose added costs on our business. A violation of these laws and regulations could result in the imposition of fines and penalties or the termination of our contracts. In addition, the violation of certain other generally applicable laws and regulations could result in our suspension or debarment as a government contractor.

Risks related to our capital structure

Our debt agreements will contain restrictions that limit our flexibility in operating our business.

We expect that our new credit facility (the “New Credit Facility”) documentation may contain various covenants that limit our ability to engage in specified types of transactions. A breach of any of these covenants could result in a default under our debt agreements, including as a result of cross default provisions, and permit the lenders to cease making loans to us. Upon the occurrence of an event of default under our New Credit Facility, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit. Such actions by those lenders could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the lenders under our New Credit Facility could proceed against the collateral granted to them to secure that indebtedness. If the lenders under our New Credit Facility were to accelerate the repayment of borrowings, we might not have sufficient assets to repay all amounts borrowed thereunder. Failure to comply with these covenants and provisions may jeopardize our ability to continue to sell receivables under the facility and could negatively impact our liquidity.

Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stockholders and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our existing equity investors will retain an aggregate of approximately     % of our common stock and will therefore have significant influence over our business and significant transactions.

Upon the completion of the transactions contemplated by this offering, our existing equity investors will collectively own approximately     % of our common stock or approximately     % if the underwriters’ over-allotment option is exercised in full. We expect that affiliates of Fenway Partners, in particular, will own approximately     % of our common stock or approximately     % if the over-allotment option is exercised in full and will be our largest stockholder immediately after consummation of the offering. In addition, five of our current nine directors are affiliates of Fenway Partners. As a result, affiliates of Fenway Partners will have a strong ability to influence our business, policies and affairs. This concentration of ownership could have the effect of delaying or preventing a change in control, merger or tender offer, which would deprive you of an opportunity to receive a premium for your shares of common stock and may negatively affect

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the market price of our common stock. Moreover, Fenway Partners, either alone or along with other existing equity investors, could sell a substantial block of their shares and effectively receive a premium for transferring ownership to third parties that would not inure to your benefit. We cannot assure you that the interests of Fenway Partners will be consistent with the interests of other holders of our common stock. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of these stockholders might conflict with your interests as stockholders. These stockholders also may have an interest in pursuing acquisitions, divestitures, financing or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to you, as stockholders.

Our certificate of incorporation allows non-employee directors to invest in corporate opportunities that we may find attractive.

Our certificate of incorporation provides that non-employee directors, including affiliates of Fenway Partners, are not liable to us if they invest in corporate opportunities outside of our business, including opportunities you, as stockholders, may find attractive. In addition, our current stockholders have engaged from time to time in certain related party transactions with us. See “Certain relationships and related transactions.”

Risks related to this offering and ownership of our common stock

Our common stock has no prior public market and could trade at prices below the initial public offering price.

There has not been a public trading market for shares of our common stock prior to this offering. An active trading market may not develop or be sustained after this offering. The initial public offering price for our common stock sold in this offering will be determined by negotiations among us and representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering and our common stock could trade below the initial public offering price.

Our stock price may be volatile and you may be unable to sell your shares at or above the initial public offering price.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the factors described in this “Risk factors” section or otherwise and other factors beyond our control, such as fluctuations in the valuations of companies perceived by investors to be comparable to us.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many companies that have experienced volatility in the market price of their stock have become subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

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We expect that the trading price for our common stock will be affected by research or reports that industry or financial analysts publish about us or our business.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock in the public market following this offering or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales also could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Upon completion of this offering, we will have              outstanding shares of common stock, assuming no exercise of the underwriters’ over-allotment option. Of the outstanding shares, all of the shares sold in this offering, plus any additional shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act) only may be sold in compliance with the limitations described in the section entitled “Shares Eligible for Future Sale.” Taking into consideration the effect of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the remaining shares of our common stock will be available for sale in the public market as follows:

• shares will be eligible for sale on the date of this prospectus; and

• shares will be eligible for sale upon the expiration of the lock-up agreements described below.

The company and all of our directors, executive officers and substantially all of our existing stockholders will sign lock-up agreements. The lock-up agreements expire 180 days after the date of this prospectus, subject to extension upon the occurrence of specified events. J.P. Morgan Securities Inc. and Goldman, Sachs & Co, acting together, may in their sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements.

In addition, upon the closing of this offering, we will have an aggregate of              shares of common stock reserved for future issuances under our equity incentive plan. Immediately following this offering, we intend to file a registration statement registering under the Securities Act with respect to the shares of common stock reserved for issuance in respect of incentive awards to our officers and certain of our employees. Issuances of common stock to our directors, executive officers and employees pursuant to the exercise of stock options under our employee benefits arrangements will dilute your interest in us.

Because our estimated initial public offering price is substantially higher than the adjusted net tangible book value per share of our outstanding common stock following this offering, new investors will incur immediate and substantial dilution.

The assumed initial public offering price of $            , which is the midpoint of the price range set forth on the cover page of this prospectus, is substantially higher than the adjusted net tangible book value per share of our common stock based on the total value of our tangible assets less our total liabilities divided by our shares of common stock outstanding immediately following this offering. Therefore, if you purchase common stock in this offering, you will experience immediate and substantial dilution of approximately $             per share, the difference between the price you pay for our common stock and its adjusted net tangible book value after completion of the offering. To the extent outstanding options and warrants to purchase our capital stock are exercised, there will be further dilution.

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We currently do not intend to pay dividends on our common stock.

We currently do not anticipate paying cash dividends on our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends on our common stock in the future will be at the discretion of our Board of Directors and be subject to any covenant restrictions that may be contained in any credit facilities or other agreements on which we may rely from time to time.

Our organizational documents and Delaware law could limit another party’s ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

A number of provisions in our amended and restated certificate of incorporation and amended and restated bylaws will make it difficult for another company to acquire us and for you to receive any related takeover premium for your securities. These provisions include the power of a majority of our Board of Directors to fix the number of directors and fill vacancies and the ability of our Board of Directors to designate and issue, without common stockholder approval, one or more series of preferred stock upon such terms as the Board of Directors may determine.

Our incorporation under Delaware law and certain provisions of our fourth amended and restated certificate of incorporation and our amended and restated bylaws could impede a merger, takeover or other business combination involving us or the replacement of our management or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock.

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Forward-looking statements

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear under the headings entitled “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” “Business” and “Executive compensation—compensation discussion and analysis.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “will,” “should,” “goal,” “target” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time and, therefore, our actual results may differ materially from those that we expected. Accordingly, investors should not place undue reliance on our forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

This prospectus also contains estimates and other information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry surveys and forecasts, including those we commissioned by SJ Consulting. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk factors.” These and other factors could cause actual results to differ from those expressed in these publications, surveys and forecasts.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk factors” and elsewhere in this prospectus. All forward-looking statements in this prospectus and subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. The factors that we believe could affect our results include, but are not limited to:

• any future recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries in which we have a significant amount of customers;

• increased competition from other non-asset based logistics companies as well as asset-based logistic companies, freight forwarders, smaller expedited carriers, integrated transportation companies that operate their own aircraft, and other transportation providers;

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• our ability to maintain the high level of service we provide to our customers through our owner operators and third-party carriers;

• our reliance on owner operators and third-party carriers and our ability to retain our relationships with such parties and form new relationships with such parties;

• our ability to attract and retain sales representatives and customer service employees;

• the regulatory environment in which we operate, including existing regulations and changes in existing regulations, or violations by us of existing or future regulations;

• increases in fuel prices could affect the availability and cost of owner operators.

• our ability to update, implement, upgrade, enhance, and integrate information technology systems and our ability to protect our intellectual property;

• potential volatility or decreases in our earnings as a result of our self-insurance of a significant amount of our claims exposure; and

• our ability to retain or replace key personnel.

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Use of proceeds

We estimate that the net proceeds from our sale of shares of our common stock in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $             million, or $             million, if the underwriters’ option to purchase additional shares is exercised in full.

We intend to use the estimated net proceeds from the offering received by us as follows and in the following order:

(in thousands)	Amount
Repayment of all amounts outstanding under Existing Credit Facility(1)	$	64,298
Redemption of all outstanding 17% senior subordinated notes(2)		46,484
Repayment of note payable to sellers of Elite Logistics Services, LLC(3)		3,112
Management agreement termination fee payable to Fenway Partners
Payment of dividends accumulated on cumulative preferred stock
Repurchase of a portion of preferred stock(4)
Total uses	$

(1) Amounts borrowed under our Existing Credit Facility have been used in the past twelve months for general working capital purposes. As of June 30, 2010, there were no amounts outstanding in respect of the revolving portion of the Existing Credit Facility. There was $64,298 outstanding on the term portion of the Existing Credit Facility which had an interest rate of 9.25% per annum. The Existing Credit Facility matures on December 31, 2011. We intend to use approximately $             million of all net proceeds from this offering to repay a portion of our Existing Credit Facility. The balance of the Existing Credit Facility will be refinanced by borrowings under our New Credit Facility.

(2) The 17% senior subordinated notes mature on July 31, 2012 and are redeemable at a redemption price of 100% of their principal amount, plus prior period interest that was paid in kind. Amount shown for the redemption of 17% senior subordinated notes is based on current principle and prior period interest that was paid in kind as of June 30, 2010. Actual amount will differ at the time of redemption.

(3) Amount shown for the repayment of the Elite note is based on principal and prior period interest that was paid in kind as of June 30, 2010. Actual amount will differ at the time of repurchase or redemption. The note is payable upon our meeting a defined threshold and has an interest rate of 9.0%

(4) There are                      shares of our preferred stock outstanding. We intend to repurchase              shares of our preferred stock for a price equal to $             per share immediately following the completion of this offering. Any shares not purchased from proceeds of this offering will be converted on a              basis to common stock.

A $1.00 increase (decrease) in the assumed initial offering price of $             per share would increase (decrease) the net proceeds to us from this offering by $             million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay. Any increase or decrease in the net proceeds to us from this offering will result in an equal increase or decrease in the amount used for repurchases of shares of our preferred stock, and any decrease that exceeds the amounts to be used to repurchase preferred stock may decrease the amount of dividends paid on our cumulative preferred stock. For each $1.00 increase or decrease in the per share offering price of this offering, the number of shares of preferred stock repurchased by us would increase or decrease by              and              respectively.

We will not receive any proceeds from the sale of shares by our existing stockholders pursuant to exercise of all or any part of the underwriters’ option to purchase additional shares.

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Dividend policy

We have not paid dividends to our common stockholders since our acquisition by Fenway, our equity sponsor. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will be dependent on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in current or future financing instruments, capital requirements and other factors our Board of Directors deems relevant.

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Capitalization

The following table sets forth our consolidated cash and cash equivalents and total capitalization as of June 30, 2010 on:

• an actual basis; and

• an as adjusted basis reflecting the following:

• an increase in the number of authorized shares of common stock to              shares as a result of a             -for-one stock split of our outstanding common stock ;

• the sale of              shares of common stock in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us;

• the application of net proceeds from this offering as described under “Use of proceeds,” as if the offering and the application of net proceeds of this offering had occurred on June 30, 2010;

• the refinancing of all amounts remaining outstanding under our Existing Credit Facility into a New Credit Facility;

• the conversion of              shares of outstanding of preferred stock to common stock that are not purchased with the proceeds of this offering on a             -for-one basis;

• assumes that $             of dividends accumulated on the cumulative preferred stock are paid in cash;

• the assumed exercise of all our outstanding warrants to purchase shares of our common stock; and

• the issuance of              shares of common stock to be issued under our Cash Incentive Plan in connection with the offering.

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The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with the section entitled “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	As of June 30, 2010
(in thousands, except share data)	Actual			As adjusted(1)
Cash and cash equivalents	$	120		$
Total debt:
Existing Credit Facility(2)	$	64,298			—
New Credit Facility(3)		—
17% senior subordinated notes	$	46,484			—
Note payable to sellers of Elite Logistics Services, LLC	$	3,112			—
Total debt	$	113,894		$
Stockholders’ equity:
Common stock, $0.01 par value per share; 4,000,000 shares authorized; 3,108,822 shares issued and outstanding, actual;                      shares issued and outstanding as adjusted		31
Preferred stock, $0.01 par value per share; 100,000 shares authorized; 21,224 shares issued and outstanding, actual;              shares issued and outstanding, as adjusted		21,385
Additional paid-in capital	$	39,870		$
Accumulated other comprehensive loss	$	(43	)	$
Retained deficit	$	(49,323	)	$
Total stockholders’ equity	$	11,920		$
Total capitalization	$	125,814		$

(1) Each $1.00 increase or decrease in the assumed initial public offering price of $             per share would increase or decrease, as applicable, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $             million and shares of common stock issued and outstanding by              shares, assuming the number of shares offered by us remains the same. The foregoing as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

(2) We expect to retire our Existing Credit Facility with proceeds of this offering. As of June 30, 2010, there were no amounts outstanding in respect of the revolving portion of the Existing Credit Facility and there was $64,298 million outstanding in respect of the term portion of the Existing Credit Facility.

(3) Expected to consist of a $             million term loan and a revolving facility with a maximum borrowing amount of $             million, of which $             is expected to be drawn at closing.

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Dilution

As of June 30, 2010, we have negative net tangible book value of approximately $124,480 million, or $(40.39) per share of our common stock. Our net tangible book value per share represents our tangible assets less our liabilities and accumulated preferred stock dividends, divided by our shares of common stock outstanding as of June 30, 2010.

After giving effect to our sale of shares of our common stock in this offering at the assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2010 would have been $            , or $             per share. This represents an immediate increase in net tangible book value of $             per share to existing stockholders and an immediate dilution of $             per share to new investors.

The following table illustrates this dilution:

Assumed initial public offering price per share		$
Net tangible book value per share as of June 30, 2010	$
Increase per share attributable to this offering
As adjusted net tangible book value per share after this offering
Net tangible book value dilution per share to new investors in this offering		$

If all our outstanding options had been exercised, the net tangible book value as of June 30, 2010 would have been $             million, or $             per share and the as adjusted net tangible book value after this offering would have been $             million, or $             per share, causing dilution to new investors of $             per share.

A $1.00 increase or decrease in the assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our as adjusted net tangible book value per share by approximately $            , assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

If the underwriters’ over-allotment option to purchase additional shares from us is exercised in full, our as adjusted net tangible book value per share after this offering would not change because all of the shares subject to the option are offered by selling stockholders.

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The following table summarizes, on an as adjusted basis as of June 30, 2010, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing common stock in this offering at the assumed initial public offering price of $            , the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares purchased		Total consideration		Average price per share
	Number	Percent	Amount	Percent
Existing stockholders		%	$	%	$
New investors
Total		100%	$	100%	$

A $1.00 increase or decrease in the assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, total consideration paid to us by new investors and total consideration paid to us by all stockholders by approximately $             million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and without deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

If the underwriters’ over-allotment option to purchase additional shares from the selling stockholders is exercised in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding after this offering.

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Selected consolidated financial data

The following table sets forth selected consolidated financial data for the periods and as of the dates indicated. The selected consolidated statement of operations data for the period from January 1, 2005 to June 10, 2005 is derived from the audited consolidated financial statements of our predecessor, Panther Transportation, which financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm. The selected consolidated balance sheet data as of June 10, 2005 is derived from unaudited condensed consolidated financial statements of Panther Transportation. The selected consolidated statement of operations data for the period from June 11, 2005 to December 31, 2005 and for the years ended December 31, 2006, 2007, 2008 and 2009 and the selected consolidated balance sheet data as of December 31, 2005, 2006, 2007, 2008 and 2009 are derived from the audited consolidated financial statements of Panther Expedited Services, Inc., which financial statements have been audited by Ernst & Young LLP. The 2007, 2008 and 2009 audited consolidated financial statements are included elsewhere in this prospectus. The selected consolidated statement of operations data for the six-month periods ended June 30, 2009 and 2010 and the selected consolidated balance sheet data as of June 30, 2010 have been derived from the unaudited condensed consolidated financial statements of Panther Expedited Services, Inc. included elsewhere in this prospectus. The unaudited condensed selected consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Historical results are not necessarily indicative of the results expected for any future period.

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The selected consolidated financial data should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus and the information contained in “Summary consolidated financial and other data,” “Capitalization,” and “Management’s discussion and analysis of financial condition and results of operations.”

	Predecessor
(in thousands, except share data)	January 1, 2005- June 10, 2005		June 11, 2005- December 31, 2005			Year ended December 31,												Six months ended June 30,
						2006			2007			2008			2009			2009			2010
	(unaudited)																	(unaudited)
Consolidated statement of operations data:
Revenues	$	60,580	$	96,151		$	170,363		$	190,293		$	189,961		$	157,832		$	66,397		$	95,009
Operating expenses:
Purchased transportation		41,926		66,214			118,260			134,707			135,612			115,279			49,163			69,927
Personnel and related benefits		6,138		12,120			15,544			18,466			19,394			19,159			9,603			11,760
Insurance and claims		1,299		1,240			2,951			3,935			3,211			6,213			2,475			2,016
Depreciation		433		542			923			865			1,179			1,579			812			703
Amortization of intangibles(1)		—		4,447			7,674			7,840			7,827			8,077			4,038			4,038
Goodwill and intangibles impairment(2)		—		—			—			—			—			33,498			33,498			—
Other operating expenses		4,098		5,741			10,221			12,382			12,637			12,150			5,773			6,281
Total operating expenses		53,894		90,304			155,573			178,195			179,860			195,955			105,362			94,725
Operating income (loss)		6,686		5,847			14,790			12,098			10,101			(38,123	)		(38,965	)		284
Interest expense		261		2,910			12,449			11,344			12,730			14,003			6,461			7,984
Other expenses (income)		3,111		(86	)		1,862			(141	)		(319	)		(71	)		(31	)		(32	)
Income (loss) before taxes		3,314		3,023			479			895			(2,310	)		(52,055	)		(45,395	)		(7,668	)
Income tax provision (benefit)		—		(643	)		101			815			(213	)		(8,761	)		(7,639	)		(2,776	)
Net income (loss)	$	3,314	$	3,666		$	378		$	80		$	(2,097	)	$	(43,294	)		(37,756	)		(4,892	)
Less undeclared cumulative preferred dividends(3)	$	—	$	(4,288	)	$	(3,300	)	$	(3,809	)	$	(4,370	)	$	(5,015	)	$	(2,421	)	$	(2,779	)
Net income (loss) available to common stockholders	$	3,314	$	(622	)	$	(2,922	)	$	(3,729	)	$	(6,467	)	$	(48,309	)	$	(40,177	)	$	(7,671	)
Average number of shares outstanding
Basic and diluted		10,100		2,700,000			3,026,550			3,046,343			3,061,136			3,107,210			3,105,570			3,108,822
Earnings (loss) per share available to common stockholders:
Basic and diluted income (loss) per share	$	328.13	$	(0.23	)	$	(0.97	)	$	(1.22	)	$	(2.11	)	$	(15.55	)	$	(12.94	)	$	(2.47	)

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	Predecessor
(in thousands, except share data)	January 1, 2005- June 10, 2005			June 11, 2005- December 31, 2005			Year ended December 31,												Six months ended June 30,
							2006			2007			2008			2009			2009			2010
	(unaudited)																		(unaudited)
Consolidated balance sheet data (as of the end of the period):
Cash and cash equivalents	$	735		$	2,004		$	2,041		$	1,669		$	2,198		$	439		$	2,102		$	120
Total assets		29,193			196,456			201,799			199,816			201,618			160,100			161,618			162,146
Total debt		11,678			57,350			102,239			99,508			105,877			110,580			105,307			113,894
Cumulative preferred stock(3)		—			63,000			21,385			21,385			21,385			21,385			21,385			21,385
Cumulative preferred stock dividends(3)					4,288			4,592			8,401			12,772			17,786			15,192			20,565
Other financial data:
Cash flow provided by operating activities		5,095			3,003			8,294			10,372			4,407			1,172			3,666			968
Cash flow used in investing activities		(286	)		(131,471	)		(9,580	)		(7,743	)		(6,638	)		(778	)		(406	)		(787	)
Cash flow (used in) provided by financing activities		(4,074	)		129,737			1,323			(3,001	)		2,760			(2,153	)		(3,356	)		(500	)
Capital expenditures	$	324		$	393		$	438		$	1,634		$	2,301		$	953		$	479		$	932

(1) We incur non-cash amortization related to the amortization of our finite-lived intangible assets. As a result of the acquisition of Panther, a portion of the purchase price was allocated to our intangible assets based upon their fair market values. The finite-lived intangible assets, which include our proprietary information systems platform and our customer relationships, are being amortized using the straight-line method over estimated useful lives of seven years and eighteen years, respectively.

(2) As a result of our testing of our goodwill and other indefinite lived intangibles in 2009, non-cash impairment charges were recorded reducing the carrying value of our goodwill and trade name by $28.1 million and $5.4 million, respectively. See “Management’s discussion and analysis of financial condition and results of operations—Non-cash expenses.”

(3) Our cumulative preferred stock ranks senior in right of payment to all other classes or series of our capital stock as to dividends, and upon liquidation, dissolution, or winding up of Panther. The holders of our cumulative preferred stock are entitled to receive, when, as and if declared by our Board of Directors, cumulative preferential dividends on each share of cumulative preferred stock at a rate of 14% per year of the liquidation preference of $1,000 on each share of stock. Dividends on our cumulative preferred stock accrue whether or not we have earnings or the dividends are declared. Upon any voluntary or involuntary liquidation, dissolution, or winding up of Panther, each holder is entitled to payment of an amount equal to the liquidation preference of $1,000 per share of our cumulative preferred stock plus accrued and unpaid dividends before any distribution is made to the holders of other securities, including the common stock.

In January 2006, we issued 2,239 additional shares of cumulative preferred stock for $2.4 million in a private placement to third-party investors and repurchased 44,015 shares of the outstanding cumulative preferred stock for $47.2 million, including $3.2 million of cumulative preferred stock dividends. In connection with our January 2006 refinancing, the dividend rate on our outstanding cumulative preferred stock increased from 12% to 14%.

In connection with this offering, all of the dividends accumulated on the outstanding cumulative preferred stock will be paid in cash or converted to common stock and all the outstanding cumulative preferred stock will be redeemed or converted to common stock. See “Use of proceeds.”

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Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of our financial condition and results of operations should be read together with “Selected consolidated financial data,” and the consolidated financial statements and the related notes included elsewhere in the prospectus. This discussion contains forward-looking statements as a result of many factors, including those set forth under “Risk factors,” “Forward-looking statements,” and elsewhere in this prospectus. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk factors.”

Overview

We are North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics. We offer single-source ground, air and ocean shipping solutions for time-sensitive, high-value and service-critical freight, with on-demand pick-up and delivery to and from anywhere in the world. Our diversified, non-asset based transportation network consists of approximately 1,075 exclusive-use owner-operator vehicles, over 1,600 third-party ground carriers that provide additional North American capacity and over 500 air and ocean cargo carriers that provide global reach. During the twelve months ended June 30, 2010, we handled shipments for over 10,000 customers. We operate throughout nearly all segments of the supply chain for customers in diverse industries. In addition, many of the largest transportation and third-party logistics companies in the world turn to us for transportation solutions they cannot provide for customers on their own. Our proprietary, integrated and scalable information technology platform is a key component of our business. It enables our customers to better manage their supply chain performance and expenses by optimizing cost and service decisions. It also allows us to deliver superior customer service, operate more efficiently, and offer our owner operators enhanced productivity. Our non-asset based business model allows us to expand organically without the capital investments required by our asset-based competitors. This creates the opportunity to generate significant cash flows and to react quickly based on business opportunities and challenges. For the six months ended June 30, 2010, we generated revenues of $95.0 million, an increase of 43.1% from the first six months of 2009.

We derived approximately 66% of our revenues from North American ground expedited transportation for the first six months of 2010. The balance of our revenues were generated from our growing domestic and international air and ocean freight services, our Elite Services, which involve highly specialized solutions and customized handling for customers with special needs, and our truckload brokerage services. We provide our North American ground services through a 100% owner-operator fleet of straight trucks, tractor-trailers and cargo vans, supplemented with capacity from over 1,600 third-party ground carriers. The owner operators are exclusively contracted to us, while the third-party carriers operate independently and are allocated shipments when our network optimization technology dictates or we require additional capacity. In the first six months of 2010, owner operators generally handled between 70% and 90% of our weekly ground freight volume, with third-party carriers handling the balance and affording us flexible capacity to serve customers.

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We believe industry trends support the growth of our addressable market. Many shippers seek to decrease their shipping expenses by tightly managing their supply chains so that only the required amount of inventory is in the supply chain at any time, thus reducing the carrying costs of inventory. As shippers more tightly manage their supply chain to minimize excess inventory, they become more sensitive to supply chain disruptions as they have less inventory to cover any delay in shipments. Disruptions in the supply chain may be caused by various sources, including extreme weather, labor disputes, natural disasters, troop movements and military transports, and other sources. We generally provide services to a number of shippers with lean inventory business models who benefit from expedited service, but have found that many shippers also turn to expedited providers of transportation services such as us when their supply chain is disrupted to eliminate further delay in their supply chain.

We believe the globalization of manufacturing, shorter product cycles, and the trend towards a demand-driven supply chain has led to increased usage of third-party logistics providers, who specialize in managing all aspects of the supply chain for shippers and who have greater visibility and a better understanding of the total cost of the supply chain, including safety, security, and the ability to access thousands of transportation providers. If the trend towards increased supply chain management continues, we believe that providers such as ourselves will continue to benefit because of our specialized skill set and ability to manage supply chains on behalf of our customers.

Historically, we have achieved stronger gross profit margins in our owner-operator based ground expedited operations than in our third-party based ground operations and freight forwarding operations. As we execute on our strategy to expand our freight forwarding services, in order to benefit from the high growth and large size of this market as well as to further embed ourselves in customer’s supply chains, it is possible that any revenue growth in freight forwarding could be accompanied with higher purchased transportation costs, leading to diminished gross profit percentage. Our third-party and freight-forwarding operations, however, require less investment in personnel and involve less claims risk, because these costs are borne by other parties.

Non-asset based business model

Our non-asset based business model offers significant flexibility to expand without large capital investments and the opportunity to generate strong free cash flows. We obtain 100% of our network capacity from owner operators, third-party carriers, air freight carriers, ocean shipping lines and other transportation asset providers. These transportation asset providers supply revenue-generating equipment capacity and bear virtually all transportation-related expenses in exchange for a specified payment per shipment. Our model also offers our owner operators and third-party providers the incentives of business ownership to operate reliably, safely and productively. We do not have extensive terminal facilities, which also lowers our capital expenditures. In each of the past three years, our capital expenditures (excluding acquisitions) have been approximately one percent of revenues.

Key performance indicators

We use the following key performance indicators to evaluate our operating performance:

• Average shipments per business day, meaning the total number of shipments during the relevant period divided by the total business days in the period, helps us keep track of business volumes and our effectiveness in converting sales opportunities into shipments;

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• Average revenue per shipment, meaning our total revenues in the referenced period divided by the total number of shipments and for which revenues were recognized over the same period, helps indicate our success in allocating our capacity to move compensatory shipments as well as the general level of rate changes;

• Average number of employees, meaning our total number of employees at the end of each month during the relevant period divided by the number of months in such period, helps us keep track of productivity and overhead costs; and

• Gross profit percentage, which is our revenues, minus purchased transportation costs, divided by revenues, indicates our success in managing transportation costs and our margin to cover all of our other costs;

The table below shows each of our key performance indicators for the years ended December 31, 2007, 2008 and 2009 and for the six month periods ended June 30, 2009 and 2010.

	Year ended December 31,						Six months ended June 30,
	2007		2008		2009		2009		2010
Average shipments per business day		868		757		687		600		737
Average revenue per shipment	$	871	$	995	$	911	$	894	$	1,031
Average number of employees		319		368		341		345		364
Gross profit percentage		29.2%		28.6%		27.0%		26.0%		26.4%

We believe that thorough evaluation of these key performance indicators, together with a careful review of our financial statements and our overall results of operations, is useful in analyzing our financial and operating performance.

Non-cash expenses

In 2009, we incurred non-cash impairment charges aggregating $33.5 million. Impairment charges were recorded that reduced the carrying value of the goodwill and our Panther trade name by $28.1 million and $5.4 million, respectively. The indicators leading to the goodwill impairment charge included the significant decrease in operating results, a decrease in non-financial performance indicators and other macroeconomic factors.

We incur non-cash amortization related to the amortization of our finite-lived intangible assets. As a result of the acquisition of us by Fenway, our equity sponsor, a portion of the purchase price was allocated to our intangible assets based upon their fair market values. The finite-lived intangible assets, which include our proprietary information systems platform and our customer relationships, are being amortized using the straight-line method over estimated useful lives of seven years and eighteen years, respectively. In the years ended December 31, 2007, 2008, and 2009 our non-cash amortization charges on definite lived intangible assets totaled $7.8 million, $7.8 million, and $8.1 million, respectively. We expect this trend to continue for the next three years.

We incur non-cash charges in our personnel and related benefits line item related to equity compensation for grants made under our 2005 Equity Incentive Plan and 2010 Cash Incentive Plan. See “Executive compensation.” We recognized $0.7 million, $0.8 million, and $0.4 million in non-cash equity compensation expense in the years ended December 31, 2007, 2008 and 2009 respectively.

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Acquisitions

On July 21, 2006, we acquired certain assets associated with the owner-operator based expedited freight transportation business of Con-way Expedite and Brokerage, a division of Con-way Inc. The acquisition of these assets from Con-way enabled us to expand our ground expedited footprint and customer base. In March 2007, we acquired Integres Global Logistics, Inc. The acquisition of Integres provided the foundation for our One Call^SM Solution and our network optimization software. In October 2008, we purchased Elite Transportation Services, LLC, d/b/a Elite Logistics Worldwide, which enabled us to build a West Coast platform for our air freight forwarding business.

We have accounted for each of these acquisitions as a purchase and, accordingly, the results of operations of the acquired company have been included in our consolidated financial statements commencing on the dates of the respective acquisitions. The aggregate purchase price associated with the three transactions was $26.8 million and the aggregate goodwill and other intangible assets allocated to the three transactions was $22.0 million.

Expenses associated with this offering

In connection with this offering, we expect to incur the following non-recurring expenses.

• In connection with entering into our New Credit Facility and the replacement of our Existing Credit Facility, we expect to incur non-cash interest expense of approximately $1.8 million of previously deferred financing fees that we would otherwise have amortized over the life of our Existing Credit Facility.

• We expect that our personnel and related benefits will increase for the quarter in which this offering becomes effective as a result of non-cash equity compensation expense for equity grants that vest and are then exercisable upon an initial public offering. Assuming the consummation of this offering, we anticipate that stock compensation expense immediately recognized will be approximately $             million. We also expect to incur approximately $             in compensation expense as a result of              shares of common stock to be issued under our Cash Incentive Plan in connection with this offering. We also expect to incur approximately $             in other expenses as a result of              shares to be issued to directors under our Cash Incentive Plan in connection with this offering.

• We expect to incur approximately $             as a termination fee in connection with terminating our Management Agreement with Fenway Partners, our equity sponsor.

See “Use of proceeds” for additional information.

Factors affecting comparability of future periods with historical periods

In connection with this offering, we expect the following to affect the comparability of our post-offering periods with our pre-offering periods.

• We expect interest expense to decrease because of (1) the reduction of our total debt by approximately $             million with the estimated proceeds of this offering and (2) lower interest rates on our remaining debt based on the payoff of all existing debt facilities and execution of our New Credit Facility and the redemption and payoff of our 17% senior subordinated notes and Elite note. Our interest expense was approximately $14.0 million in

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2009. As of June 30, 2010, assuming the application of estimated net proceeds of this offering as set forth in “Use of Proceeds” and the execution of the New Credit Facility, we expect our total indebtedness to be $             million, all outstanding under our New Credit Facility and our initial interest rate under the New Credit Facility to be             %.

• We will no longer pay annual management fees to Fenway Partners, our equity sponsor. The Management Agreement provides that Fenway Partners is entitled to receive an annual management fee equal to the greater of (1) $1,500,000 per fiscal year or (2) 5.0% of EBITDA (as defined in the Management Agreement) for the immediately preceding fiscal year.

• The redemption and conversion of our preferred stock and the preferred cumulative dividends associated therewith will, assuming we are profitable, increase the earnings available to our common stockholders.

• We are a private company and are not currently required to prepare or file periodic and other reports with the SEC under the applicable U.S. federal securities laws or to comply with the requirements of U.S. federal securities laws applicable to public companies, such as Section 404 of the Sarbanes-Oxley Act of 2002. Following this offering we will be required to implement additional corporate governance practices and to adhere to a variety of reporting requirements and accounting rules. Compliance with these and other Sarbanes-Oxley Act obligations will require significant time and resources from management and will increase our legal, insurance and financial compliance costs. We anticipate that we will incur approximately $1.5 million in additional annual legal, insurance and financial compliance costs related to Sarbanes-Oxley Act compliance and other public company expenses.

Revenues and expenses

Revenues

We primarily generate revenues by arranging for the transportation of freight using our owner operators and third-party carriers. The main factors that affect our revenues are the volume of freight shipped by customers, the nature of the specialized services we provide them and the freight rates we receive for the shipment. The most significant impact on our revenues is industry-wide shipping volumes. These factors are driven by, among other things, the general level of economic activity in North America, inventory levels, specific customer demand, import/export activity, industry-wide capacity and driver availability both in our owner-operator network and our network of third- party carriers. We generally pass through fuel surcharges billed to the customer. Amounts passed through are not recorded as revenues or expenses in our consolidated financial statements.

Expenses

None of our expenses are 100% variable or fixed, but our management generally categorizes expenses as primarily variable or primarily fixed when evaluating our financial performance.

Primarily variable expenses:

• Purchased transportation.    Purchased transportation represents the amount we pay our owner operators or our third-party carriers to transport freight. We generally pay our owner operators on a per loaded mile basis for their services. Purchased transportation for brokerage services is based on a negotiated rate for each shipment transported. Purchased transportation

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is the largest component of our operating costs. This expense fluctuates based on market pricing and the mix between purchased transportation expense paid to our owner operators versus purchased transportation expense paid to third-party carriers (which generally equals a higher percentage of the associated revenues). We record the cost of purchased transportation and services in a manner that is consistent with revenue recognition. We believe that a combination of owner operator and third-party capacity allows us to better manage potential capacity shortages compared with many other non-asset based providers. We generally pay our owner operators a fixed rate per mile, which lessens our exposure to spot market increases in underlying transportation costs. Through our third-party carriers we gain capacity to service customers when we otherwise might not be able to do so. We attempt to accept these shipments only when our purchased transportation costs are covered or exceeded by the revenues we generate from such freight.

• Insurance and claims.    Insurance and claims expense represent our insurance premiums and accruals we make for estimated payments for auto liability, physical damage and cargo claims within our self-insured retention amounts. Our claims expense generally varies with the volume of shipments that we handle. Fluctuations in our claims expense can occur based on developments in claims over time.

Primarily fixed expenses:

• Personnel and related benefits.    Personnel and related benefits represent primarily the wages, benefits and payroll taxes of our workforce, including health coverage and workers’ compensation. While we believe this expense is primarily fixed, we do expect an increase in these costs if we are successful in growing our business.

• Depreciation.    Deprecation relates to the depreciation of our property and equipment. We depreciate our property and equipment using the straight-line method over an estimated useful life of ten years for our telecommunications equipment, trailers and leasehold improvements and three to ten years for all other assets.

• Amortization of intangibles.    Amortization of intangibles relates to the amortization of our finite-lived intangible assets. As a result of our acquisition of us by Fenway, our equity sponsor, a portion of the purchase price was allocated to our intangible assets based upon their fair market values. The finite-lived intangible assets, which include our proprietary information systems platform and our customer relationships, are being amortized using the straight-line method over estimated useful lives of seven years and eighteen years, respectively.

• Other operating expenses.    Other operating expenses include the cost of trailer leases and maintenance, headquarters sales office rent, telecommunications expenses, utilities, management fees paid to our sponsor (which will cease contemporaneously with this offering) and other general and administrative expenses.

• Interest expense.    Interest expense consists of the interest and amortization of deferred financing fees we incur under our various debt agreements and for the years ended December 31, 2009 and 2008 also includes interest expense and gain associated with our interest rate swap agreements. Additionally, during the year ended December 31, 2008, we changed to paying interest on our Existing Credit Facility at the base rate. As a result, the interest rate on the Existing Credit Facility no longer matched the interest rate on the related interest rate swaps and we discontinued cash flow hedge accounting and incurred certain related charges to interest expense as described below.

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Results of operations

Six-month period ended June 30, 2010 compared to six-month period ended June 30, 2009

In the six months ended June 30, 2010 revenues and operating results improved significantly because of increased freight volumes over our network, improved pricing, and the scalability of our operating model. Increased freight volumes primarily resulted from increasing our sales force and network capacity as well as the economic recovery. Our key performance indicators were as follows:

• average shipments per business day increased by 137, or 22.8%;

• average revenue per shipment increased by $137 or 15.3%;

• average number of employees increased by 19, or 5.5%; and

• gross profit percentage improved by 40 basis points.

The following table sets forth the percentage relationship of certain line items to revenues for the periods indicated:

	Six months ended June 30,
	2009				2010
(in thousands)				% of Revenues				% of Revenues
Revenues	$	66,397		100.0%	$	95,009		100.0%
Operating expenses:
Purchased transportation		49,163		74.0%		69,927		73.6%
Personnel and related benefits		9,603		14.5%		11,760		12.4%
Insurance and claims		2,475		3.7%		2,016		2.1%
Depreciation		812		1.2%		703		0.7%
Amortization of intangibles		4,038		6.1%		4,038		4.3%
Goodwill and intangibles impairment		33,498		50.5%		—		—
Other operating expenses		5,773		8.7%		6,281		6.6%
Total operating expenses		105,362		158.7%		94,725		99.7%
Operating income (loss)		(38,965	)	(58.7)%		284		0.3%
Interest expense and other		6,430		9.7%		7,952		8.4%
Loss before income taxes		(45,395	)	(68.4)%		(7,668	)	(8.1)%
Income tax benefit		(7,639	)	(11.5)%		(2,776	)	(2.9)%
Net loss	$	(37,756	)	(56.9)%	$	(4,892	)	(5.2)%

Revenues.    Revenues increased by $28.6 million, or 43.1%, to $95.0 million in the six months ended June 30, 2010 from $66.4 million in the six months ended June 30, 2009. The increase in revenues was primarily the result of a 22.8% increase in average shipments per business day, to 737 per day in the six months ended June 30, 2010 from 600 per day in the six months ended June 30, 2009, primarily attributable to an increase in the size and expertise of our sales force. Additionally, our average revenue per shipment increased by 15.3% to $1,031 per shipment in the 2010 period, which was attributable to a focused effort to improve pricing based on market fundamentals, new approaches taken for smaller customers or customers who purchase less frequently and an upgraded team that focuses on pricing with our sales force.

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Purchased transportation.    Purchased transportation costs increased by $20.8 million, or 42.2%, to $69.9 million in the six months ended June 30, 2010 from $49.2 million in the six months ended June 30, 2009. The increase in purchased transportation was caused by the increase in average shipments per business day. Our gross profit percentage improved by 40 basis points to 26.4% in the six months ended June 30, 2010 from 26.0% in the six months ended June 30, 2009 because we pay our owner operators an established rate per mile while our average revenue per shipment increased which more than offset higher payments to third-party carriers as a result of tightening capacity in the spot market.

Personnel and related benefits.    Personnel and related benefits increased by $2.2 million, or 22.5%, to $11.8 million in the six months ended June 30, 2010 from $9.6 million in the six months ended June 30, 2009 due to increasing the size of our sales force, recording higher incentives based on our improved results, and adding operations personnel to handle the current and expected increase in business. We posted an improvement from a percentage of revenues perspective as a result of the continued ability of our technology platform to handle increased shipment levels without the addition of a proportionate number of personnel. Our headcount increased by 5.5% to 364 employees for the six months ended June 30, 2010 from 345 for the six months ended June 30, 2009.

Insurance and claims.    Insurance and claims expenses decreased by $0.5 million to $2.0 million in the six months ended June 30, 2010 from $2.5 million in the six months ended June 30, 2009, primarily as a result of decreased frequency and severity of claims. Insurance and claims as a percentage of revenues decreased to 2.1% in the six months ended June 30, 2010 from 3.7% in the six months ended June 30, 2009.

Depreciation.    Depreciation expense decreased to $0.7 million in the six months ended June 30, 2010 from $0.8 million in the six months ended June 30, 2009. Depreciation as a percentage of revenues decreased to 0.7% in the six months ended June 30, 2010 from 1.2% in the six months ended June 30, 2009.

Amortization of intangibles.    Amortization expense remained constant between periods. Amortization as a percentage of revenues decreased to 4.3% in the six months ended June 30, 2010 from 6.1% in the six months ended June 30, 2009, as revenues increased.

Goodwill and intangibles impairment.    Goodwill and intangibles impairment was $33.5 million in the six months ended June 30, 2009. Impairment charges were recorded reducing the carrying value of our goodwill and trade name by $28.1 million and $5.4 million, respectively. There was no impairment recorded in the six months ended June 30, 2010.

Other operating expenses.    Other operating expenses increased by $0.5 million, or 8.8%, to $6.3 million in the six months ended June 30, 2010 from $5.8 million in the six months ended June 30, 2009. Other operating expenses as a percentage of revenues decreased to 6.6% in the six months ended June 30, 2010 from 8.7% in the six months ended June 30, 2009, as revenues increased.

Interest expense.    Interest expense increased by $1.5 million to $8.0 million from $6.5 million in the six months ended June 30, 2010 compared to the six months ended June 30, 2009. This increase was the result of higher debt levels and higher interest rates related to our debt amendment in the fourth quarter of 2009. As a percentage of revenues, interest expense declined to 8.4% of revenues from 9.7%.

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Income tax benefit.    Our income tax benefit declined from $7.6 million in the six months ended June 30, 2009 to $2.8 million in the six months ended June 30, 2010. Our effective tax rate increased from 16.8% of our pretax loss for the six months ended June 30, 2009 to 36.2% for the six months ended of June 30, 2010. The increase is the result of the permanent tax difference in 2009 from the goodwill and intangible impairment.

Year ended December 31, 2009 vs. year ended December 31, 2008

In 2009, revenues declined significantly due to reduced freight volumes and the lower prices associated with the global economic recession. Freight volumes began to improve in the fourth quarter, but not enough to offset weakness in the first three quarters. Our key performance indicators were as follows:

• average shipments per business day declined by 70, or 9.3%;

• average revenue per shipment declined by $84 or 8.4%;

• average number of employees declined by 27 or 7.3%; and

• gross profit percentage decreased by 160 basis points.

Overall, consolidated revenues declined $32.1 million. During 2009, we did not reduce the payment per mile to our owner operators or certain other costs associated with the development of our business to the same extent as the decline in our overall revenues. In particular, we did not decrease benefits, reduce salaries, cease 401(k) matches, end bonuses, or furlough our employees. This resulted in decreased margins in the short term but, we believe, better positions us for the long term.

The following table sets forth the percentage relationship of certain line items to revenues for the periods indicated:

	Year ended December 31,
	2008				2009
(in thousands)				% of Revenues				% of Revenues
Revenues	$	189,961		100.0%	$	157,832		100.0%
Operating expenses:
Purchased transportation		135,612		71.4%		115,279		73.0%
Personnel and related benefits		19,394		10.2%		19,159		12.1%
Insurance and claims		3,211		1.7%		6,213		3.9%
Depreciation		1,179		0.6%		1,579		1.0%
Amortization of intangibles		7,827		4.1%		8,077		5.1%
Goodwill and intangibles impairment		—		0.0%		33,498		21.2%
Other operating expenses		12,637		6.7%		12,150		7.7%
Total operating expenses		179,860		94.7%		195,955		124.2%
Operating income (loss)		10,101		5.3%		(38,123	)	(24.2)%
Internet expense and other		12,411		6.5%		13,932		8.8%
Loss before income taxes		(2,310	)	(1.2)%		(52,055	)	(33.0)%
Income tax benefit		(213	)	(0.1)%		(8,761	)	(5.6)%
Net loss	$	(2,097	)	(1.1)%	$	(43,294	)	(27.4)%

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Revenues.    Revenues decreased by $32.1 million, or 16.9%, to $157.8 million in the year ended December 31, 2009 from $190.0 million in the year ended December 31, 2008. The decrease in revenues was primarily the result of a 9.3% decrease in average shipments per business day to 687 in the year ended December 31, 2009 from 757 in the year ended December 31, 2008. This was primarily attributable to the recession and reduced shipment activity in the economy. This was further compounded by an 8.4% decrease in average revenue per shipment to $911 per shipment in the year ended December 31, 2009 from $995 in the year ended December 31, 2008, which was primarily attributable to significant rate pressure from competitive pricing in our markets.

Purchased transportation.    Purchased transportation costs decreased by $20.3 million, or 15.0%, to $115.3 million in the year ended December 31, 2009 from $135.6 million in the year ended December 31, 2009. The decrease in purchased transportation was caused by the decrease in average shipments per business day. Our gross profit percentage decreased by 160 basis points to 27.0% in the year ended December 31, 2009 from 28.6% in the year ended December 31, 2008, because we pay our owner operators an established rate per mile, which was covered less effectively by lower average revenue per shipment.

Personnel and related benefits.    Personnel and related benefits decreased by $0.3 million to $19.2 million in the year ended December 31, 2009 from $19.4 million in the year ended December 31, 2008. Our 7.3% decrease in average number of employees was largely offset by late year hiring that expanded our sales and operations capability in preparation for improving volumes. Personnel and related benefits expense as a percentage of revenues increased to 12.1% in the year ended December 31, 2009 from 10.2% in the year ended December 31, 2008. This was primarily because lower revenue less effectively covered this primarily fixed expense.

Insurance and claims.    Insurance and claims expenses increased by $3.0 million, or 93.5%, to $6.2 million in the year ended December 31, 2009 from $3.2 million in the year ended December 31, 2008. Insurance and claims as a percentage of revenues increased to 3.9% in the year ended December 31, 2009 from 1.7% in the year ended December 31, 2008. In 2009, there was a decrease in the frequency of our claims and no change in the severity of our claims, however there was a $1.4 million increase in our reserves for prior year claims as some of our historical claims experienced adverse development.

Depreciation.    Depreciation expense increased by $0.4 million to $1.6 million in the year ended December 31, 2009 from $1.2 million in the year ended December 31, 2008. Depreciation as a percentage of revenues increased to 1.0% in the year ended December 31, 2009 from 0.6% in the year ended December 31, 2008, primarily because lower revenues less effectively covered this fixed cost.

Amortization of intangibles.    Amortization expense increased by $0.3 million to $8.1 million in the year ended December 31, 2009 from $7.8 million in the year ended December 31, 2008. Amortization as a percentage of revenues increased to 5.1% in the year ended December 31, 2009 from 4.1% in the year ended December 31, 2008. The increase in amortization was the result of a full year of amortization expense associated with the acquisition of Elite in 2008.

Goodwill and intangibles impairment.    Goodwill and intangibles impairment was $33.5 million in the year ended December 31, 2009. Impairment charges were recorded reducing the carrying value of our goodwill and trade name by $28.1 million and $5.4 million, respectively. There was no impairment recorded in the year ended December 31, 2008.

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Other operating expenses.    Other operating expenses decreased by $0.4 million, or 3.2%, to $12.2 million in the year ended December 31, 2009 from $12.6 million in the year ended December 31, 2008. Other operating expenses as a percentage of revenues increased to 7.7% in the year ended December 31, 2009 from 6.7% in the year ended December 31, 2008, primarily because lower revenues less effectively covered this fixed cost.

Interest expense.    Interest expense increased by $1.3 million, to $14.0 million in the year ended December 31, 2009 from $12.7 million in the year ended December 31, 2008. Interest expense as a percentage of revenues increased to 8.9% in the year ended December 31, 2009 from 6.7% in the year ended December 31, 2008 because of higher debt balances, higher interest rates related to an amendment in the fourth quarter of 2009 and lower revenues. Interest expense for the years ended December 31, 2009 and 2008 also include $1.5 million and $0.7 million, respectively, of additional deferred financing fees that we recognized in connection with amendments to our debt agreements. In 2008 we wrote off unamortized deferred financing costs of $1.2 million related to our Existing Credit Facility. As of December 31, 2009 and 2008 we had deferred financing fee balances of $2.4 million and $1.8 million respectively. In addition, interest expense includes charges of $(0.3) million and $1.0 million for the years ended December 31, 2009 and 2008, respectively. These charges to interest expense were necessary when we changed to paying interest on our existing senior secured facility at a prime rate in 2008 and, as a result, the interest rate on our Existing Credit Facility no longer matched the interest rate of our related interest rate swap agreements. The $(0.3) million recorded in interest expense in 2009 was comprised of $(0.7) million representing the change in value of the swap from December 31, 2008 to December 31, 2009 and $0.4 million from the amortization of the value which existed on our consolidated balance sheets at the time the swap became ineffective.

Income tax benefit.    Income tax benefit was $8.8 million in the year ended December 31, 2009. The income tax benefit is primarily the result of our loss before income tax increasing to $52.1 million in the year ended December 31, 2009 as compared to $2.3 million in the year ended December 31, 2008. In the year ended December 31, 2009, our deferred state tax benefit was impacted by an increase in our weighted average state tax rate. The change was caused primarily due to an increased proportion of business activity allocated to California as a result of the Elite acquisition. Furthermore, we experienced a permanent difference in our tax benefit of $9.6 million relating to the impairment of goodwill in 2009.

As a result of the foregoing, net loss increased by $41.2 million, to $43.3 million in the year ended December 31, 2009 from $2.1 million in the year ended December 31, 2008.

Year ended December 31, 2008 vs. year ended December 31, 2007

In 2008, revenues were flat due to the slowdown in the economy. Revenues in the first three quarters of 2008 was improved over 2007, but there was a sharp drop off in volumes in the fourth quarter that countered the growth in the first three quarters. Our key performance indicators were as follows:

• average shipments per business day declined by 111, or 12.8%;

• average revenue per shipment increased by $124 or 14.2%;

• average number of employees increased by 50 or 15.6%; and

• gross profit percentage decreased by 60 basis points.

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The following table sets forth the percentage relationship of certain line items to revenues for the periods indicated:

	Year ended December 31,
	2007			2008
(in thousands)			% of Revenues				% of Revenues
Revenues	$	190,293	100.0%	$	189,961		100.0%
Operating expenses:
Purchased transportation		134,707	70.8%		135,612		71.4%
Personnel and related benefits		18,466	9.7%		19,394		10.2%
Insurance and claims		3,935	2.1%		3,211		1.7%
Depreciation		865	0.5%		1,179		0.6%
Amortization of intangibles		7,840	4.1%		7,827		4.1%
Other operating expenses		12,382	6.5%		12,637		6.7%
Total operating expenses		178,195	93.7%		179,860		94.7%
Operating income		12,098	6.3%		10,101		5.3%
Interest expense and other		11,203	5.9%		12,411		6.5%
Loss before income taxes		895	0.4%		(2,310	)	(1.2)%
Income tax provision (benefit)		815	0.4%		(213	)	(0.1)%
Net loss	$	80	0.0%	$	(2,097	)	(1.1)%

Revenues.    Revenues were flat overall between the year ended December 31, 2008 and December 31, 2007. Volumes declined despite the 2008 acquisition of Elite Transportation Services, LLC the fourth quarter of 2008. Average shipments per business day decreased to 757 in the year ended December 31, 2008 to 868 in the year ended December 31, 2007. This volume decline was offset by increased rates as evidenced by the 14.2% improvement in average revenue per shipment to $995 for the year ended December 31, 2008 from $871 for the year ended December 31, 2007 driven primarily by an increase in the length of haul as we generally charge by the mile.

Purchased transportation.    Purchased transportation costs increased by $0.9 million, or 0.7%, to $135.6 million in the year ended December 31, 2008 from $134.7 million in the year ended December 31, 2007. As a percentage of revenue, purchased transportation increased 0.6% because of increased use of third party carriers. Our gross profit percentage decreased by 60 basis points to 28.6% in the year ended December 31, 2008 from 29.2% in the year ended December 31, 2007.

Personnel and related benefits.    Personnel and related benefits increased by $0.9 million, or 5.0%, to $19.4 million in the year ended December 31, 2008 from $18.5 million in the year ended December 31, 2007. Personnel and related benefits as a percentage of revenues increased to 10.2% in the year ended December 31, 2008 from 9.7% in the year ended December 31, 2007. The increase in personnel and related benefits was the result of a 15.6% increase in the average number of employees to 368 in the year ended December 31, 2008 from 319 in the year ended December 31, 2007.

Insurance and claims.    Insurance and claims expenses decreased by $0.7 million, or 18.4%, to $3.2 million in the year ended December 31, 2008 from $3.9 million in the year ended December 31, 2007. Insurance and claims as a percentage of revenues decreased to 1.7% in the year ended December 31, 2008 from 2.1% in the year ended December 31, 2007. The decrease is primarily the result of a decrease in the frequency and severity of claims in the year ended December 31, 2008.

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Depreciation.    Depreciation expense increased by $0.3 million to $1.2 million in the year ended December 31, 2008 from $0.9 million in the year ended December 31, 2007. Depreciation as a percentage of revenues increased to 0.6% in the year ended December 31, 2008 from 0.5% in the year ended December 31, 2007.

Amortization of intangibles.    Amortization expense was $7.8 million in the years ended December 31, 2008 and December 31, 2007. Amortization as a percentage of revenues was 4.1% in the years ended December 31, 2008 and December 31, 2007.

Other operating expenses.    Other operating expenses increased by $0.3 million, or 2.1%, to $12.6 million in the year ended December 31, 2008 from $12.4 million in the year ended December 31, 2007. Other operating expenses as a percentage of revenues increased to 6.7% in the year ended December 31, 2008 from 6.5% in the year ended December 31, 2007.

Interest expense.    Interest expense increased by $1.4 million, to $12.7 million in the year ended December 31, 2008 from $11.3 million in the year ended December 31, 2007. Interest expense as a percentage of revenues increased to 6.7% in the year ended December 31, 2008 from 6.0% in the year ended December 31, 2007. In October of 2008 we amended our Existing Credit Facility in connection with our purchase of Elite Transportation Services, LLC d/b/a elite Logistics Worldwide and wrote off unamortized deferred financing costs of $1.2 million which is recorded in interest expense. As of December 31, 2008 and 2007 we had deferred financing fee balances of $1.8 million and $3.0 million respectively.

Income tax benefit.    Income tax benefit was $0.2 million in the year ended December 31, 2008. The income tax benefit is primarily the result of our loss before income taxes increasing to $2.3 million in the year ended December 31, 2008 as compared to income before income taxes of $0.9 million in the year ended December 31, 2007. In the year ended December 31, 2008, our deferred state tax benefit was impacted by an increase in our weighted average state tax rate. The increase was caused primarily due to an increased proportion of business activity allocated to California as a result of the Integres and Elite acquisitions.

As a result of the foregoing, net loss was $2.1 million in the year ended December 31, 2008 as compared to net income of $80,000 in the year ended December 31, 2007 and Adjusted EBITDA decreased to $23.1 million in the year ended December 31, 2008 from $25.1 million in the year ended December 31, 2007.

Liquidity and capital resources

Over the past three years, our primary sources of cash have been cash flow generated from operations, borrowings under our Existing Credit Facility, sales of subordinated notes, sales of preferred stock, and trailer operating leases. Our principal uses of cash have been to fund working capital, debt service, acquisitions and capital expenditures. We also require letters of credit to support our insurance programs. Cash required to fund capital expenditures has been minimal, averaging approximately one percent of revenues in each of the past three years. At June 30, 2010, we had $0.1 million in cash and cash equivalents, $19.3 million in working capital deficit and $5.0 million of borrowing availability under our Existing Credit Facility.

We intend to use all of the net proceeds of this offering to repay approximately $             outstanding under our Existing Credit Facility, redeem all of our outstanding 17% senior subordinated notes for $            , pay the note payable to the sellers of Elite Transportation Services, LLC, d/b/a Elite Logistics Worldwide, for $            , pay $             as a management

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agreement termination fee payable to Fenway Partners, pay $                 of dividends accumulated on cumulative preferred stock and to repurchase              shares of our preferred stock for $            . As a result, immediately following this offering, we will not have any outstanding debt except for the approximately $             million of estimated borrowings under the New Credit Facility. Assuming the application of net proceeds as described above, on an as adjusted basis, at June 30, 2010, we would have had $             million in cash and cash equivalents, $             million in working capital and $             million of borrowing availability under our anticipated New Credit Facility.

We had a working capital deficit of $19.3 million at June 30, 2010, which was a decrease of $32.0 million from December 31, 2009. This change was primarily due to an increase of $31.1 million in current maturities of long-term debt. From December 31, 2009 to June 30, 2010 our accounts receivables aging over 90 days decreased from approximately 7.0% to 3.5%. As of December 31, 2008 and 2009 we had a working capital surplus of $13.5 million and $13.6 million, respectively.

Following the offering, we expect that cash generated from operating activities and availability under our New Credit Facility will be our principal sources of liquidity. Consistent with our historical experience, we anticipate that our annual maintenance capital expenditures will, on average, remain less than one percent of consolidated revenues for the foreseeable future. Based on our current level of operations we believe that our cash flows from operations and available borrowings under our New Credit Facility will be adequate to meet our liquidity needs for at least the next 12 months. Over the long-term, we will have capital requirements for general corporate needs, which may require us to seek additional borrowings, lease financing or equity capital. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions.

Cash flows

Our summary statements of cash flows information for the years ended December 31, 2007, 2008 and 2009 and for the six months ended June 30, 2009 and 2010 is set forth in the table below:

	Years ended December 31,									Six months  ended June 30,
(dollars in thousands)	2007			2008			2009			2009			2010
										(unaudited)
Net cash provided by operating activities	$	10,372		$	4,407		$	1,172		$	3,666		$	968
Net cash used in investing activities	$	(7,743	)	$	(6,638	)	$	(778	)	$	(406	)	$	(787	)
Net cash (used in) provided by financing activities	$	(3,001	)	$	2,760		$	(2,153	)		(3,356	)	$	(500	)

Operating activities

Net cash provided by operating activities was $1.0 million in the six-month period ended June 30, 2010 compared to $3.7 million in the six-month period ended June 30, 2009, representing a decrease of $2.7 million, and consisted of a $4.9 million net loss, plus $4.7 million of non-cash items consisting primarily of amortization of intangibles and interest expense payable in kind, plus $1.1 million of net cash used for working capital purposes and other activities.

Net cash provided by operating activities was $1.2 million for the year ended December 31, 2009, compared to $4.4 million for the year ended December 31, 2008, representing a decrease of

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$3.2 million, and consisted of a $43.3 million net loss, plus $39.5 million of non-cash items consisting primary of goodwill and intangibles impairment and depreciation and amortization plus, $4.9 million of net cash provided by working capital changes.

Net cash provided by operating activities was $4.4 million in the year ended December 31, 2008, compared to $10.4 million in the year ended December 31, 2007, representing a decrease of $6.0 million, and consisted of a $2.1 million net loss, plus $11.5 million of non-cash items consisting primary of depreciation and amortization, less $5.0 million of net cash used for working capital purposes and other activities.

Investing activities

Net cash used in investing activities primarily consists of additions to property and equipment, proceeds from the sale of fixed assets and acquisition costs. Net cash used in investing activities was $0.8 million in the six-month period ended June 30, 2010 compared to $0.4 million in the six-month period ended June 30, 2009. There were no acquisitions in either period. The increase was primarily attributable to additions to property and equipment in the 2010 period.

Net cash used in investing activities was $0.8 million in the year ended December 31, 2009 compared to $6.6 million in the year ended December 31, 2008, representing a decrease of $5.9 million. Net cash invested in acquisitions was zero in 2009 compared with $4.8 million in 2008 used for the acquisition of Elite Transportation Services, LLC d/b/a elite Logistics Worldwide. The remaining decrease was primarily attributable to decreased investment in property and equipment.

Net cash used in investing activities was $6.6 million in the year ended December 31, 2008 compared to $7.7 million in the year ended December 31, 2007, representing a decrease of $1.1 million. Net cash used in acquisitions was $4.8 million in 2008 compared with $6.3 million in 2007, primarily attributable to decreased investment in property and equipment.

Financing activities

Net cash used in, or provided by, financing activities relates to proceeds from the issuances of stock, financing fees and payments and borrowings on our credit facilities.

Net cash used in financing activities was $0.5 million in the six-month period ended June 30, 2010 and $3.4 million in the six-month period ended June 30, 2009. The decrease was primarily attributable to $2.4 million in debt repayments in the six-month period ended June 30, 2009.

We acquired Integres Global Logistics, Inc. for $6.3 million in 2007 and Elite Transportation Services, LLC for $9.2 million in 2008 requiring us to finance these purchases with long term debt during the respective periods.

In conjunction with our amendments to our senior security facility in 2009, we issued an additional $10.1 in senior subordinated notes to pay down $8.9 million of our term loan and $1.9 million of our revolving loan balance. We also paid financing fees of $1.5 million and increased our interest rates on each of our debt agreements.

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Material debt agreements

Overview

As of June 30, 2010 we had approximately $113.9 million of outstanding indebtedness, including the following: (1) $64.3 million under our Existing Credit Facility, (2) $46.5 million in senior subordinated notes, and (3) $3.1 million payable to the sellers of Elite Logistics Services, LLC. We expect to retire approximately $             million of such obligations with net proceeds of this offering and to refinance the remaining $             million under a New Credit Facility. See “Use of proceeds.”

Existing credit facility

Our Existing Credit Facility consists of a $64.3 million term loan, a $5.0 million revolving credit facility and a letter of credit facility of up to $2.0 million. The revolving credit facility is subject to a borrowing base limitation of 85% of eligible accounts receivable, less any outstanding letter of credit balances. Our Existing Credit Facility matures on December 31, 2011.

The Existing Credit Facility is secured by substantially all of our assets and contains covenants restricting, among other things, the incurrence of additional indebtedness and the making of certain payments, including dividends. We must also fulfill financial covenants relative to capital expenditure limits, senior indebtedness, interest coverage and overall indebtedness, all of which we were in compliance with at June 30, 2010.

Interest on the term loan is payable monthly and accrues, at our option, at either a LIBOR based interest rate plus an applicable margin of 6.25% or a Prime based interest rate plus an applicable margin of 5.0%, both subject to a 3% floor. Principal payments are due on a quarterly basis based on an agreed-upon payment schedule beginning on March 31, 2011. Borrowings under the revolving credit line facility are substantially all Prime-based rates of 9.25% including the applicable margin, as of June 30, 2010.

In March and June of 2009, we were not in compliance with financial covenant requirements under our Existing Credit Facility relating to our senior leverage ratio, fixed charge coverage ratio and interest coverage ratio for the twelve-month periods ending March 31 and June 30, 2009, which led to the amendment of our Existing Credit Facility in August of 2009.

The Existing Credit Facility will be fully repaid and replaced with the proceeds of this offering and borrowings under our new Credit Facility.

Senior subordinated notes

We have issued $46.5 million in unsecured senior subordinated notes which mature on July 31, 2012, which we intend to retire with proceeds of this offering. $25.1 million was issued in January 2006. In conjunction with the amendments to our senior secured facility in 2009, we issued an additional $10.1 million in senior subordinated notes to pay down $2.6 million of our revolving loan balance and $6.5 million of our term loan. Additionally, in conjunction with the amendment, we issued warrants to purchase 502,689 shares of common stock at $0.1 per share. We expect holders of the warrants will exercise such warrants in connection with the offering. See “Description of common stock.”

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These notes incur interest at the rate of 17% per year. Interest on all the senior subordinated notes is payable by way of increasing the principal amount of the notes through December 31, 2010. After this date, we have the option to either pay the interest in cash or to increase the principal amount of the notes.

Elite note payable

We issued a $3.0 million note payable to the sellers of Elite Transportation Services, LLC, d/b/a Elite Logistics Worldwide, LLC, which we intend to retire with proceeds of this offering. In connection with the August 2009 amendment to our Existing Credit Facility, restrictions were placed on the repayment of this note until such time as we meet a defined financial threshold. The note, originally non-interest bearing through its original due date of January 31, 2010, began to accrue interest at 9.0% per annum from its due date until such time the restriction is lifted and the note can be paid. Interest is payable by way of increasing the principal amount of the notes. As of June 30, 2010, the note payable balance was $3.1 million.

New credit facility

We expect to enter into a new senior credit facility contemporaneously with the closing of this offering.

Off balance sheet arrangements

We lease certain assets, primarily trailers and real estate facilities, under operating leases, which expire at various dates through February 2015. For the year ended December 31, 2009 amounts expensed under leases totaled $2.3 million. The assets financed under operating leases are not carried on our consolidated balance sheets and lease payments in respect of such equipment are reflected in our consolidated statements of operations in the line item “Other operating expenses.”

Contractual obligations and commitments

At December 31, 2009 our obligations and commitments to make payments under contracts, such as debt and lease agreements, were as follows (in millions):

	Less than 1 year		1–3 years		3–5 years		More than 5 years		Total
Senior subordinated notes(1)	$	—	$	42.8	$	—	$	—	$	42.8
Existing Credit Facility—revolving(2)		0.5		—		—		—		0.5
Existing Credit Facility—term(2)		1.3		63.0		—		—		64.3
Elite note		3.0		—		—		—		3.0
Operating leases(3)		1.7		3.0		1.8		0.1		6.7
Total	$	6.5	$	108.8	$	1.8	$	0.1	$	117.3

(1) Reflects principal and interest.

(2) Borrowings under our Existing Credit Facility include interest at an assumed rate of 9.25% for the revolving portion of our Existing Credit Facility and 9.25% for the term portion of our Existing Credit Facility, the rates in effect as of December 31, 2009. Interest under our Existing Credit Facility fluctuates as described in “Material Debt Agreements” above.

(3) Operating leases primarily include the lease of our trailers and real estate.

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The summary of obligations and commitments above does not reflect obligations under our management agreement with Fenway Partners which will be terminated prior to the completion of this offering and does not reflect the use of proceeds from this offering or borrowings under our New Credit Facility.

The following table sets forth our contractual obligations as of December 31, 2009 on a pro forma basis for this offering and the application of the net proceeds as set forth in “Use of proceeds.”

	Less than 1 year	1–3 years	3-5 years	More than 5 years	Total
New Credit Facility—revolving(1)
New Credit Facility—term(1)
Operating leases(2)
Total	$	$	$	$	$

(1) Does not include interest because interest rate is expected to be variable.

(2) Operating leases primarily include the lease of our trailers and real estate.

Seasonality

Our operations can be affected by seasonal events, which can be positive or negative. In winter months, shipments frequently decline because of post-holiday slowdowns but can be subject to short term increases based on weather events. In summer, plant shutdowns typically affect automotive and manufacturing shipments, but hurricanes and other weather events can cause increases.

Inflation

Inflation can potentially have a negative effect on our cost structure. Our owner operators and third-party carriers are responsible for purchasing their own fuel and any fuel surcharges we receive under contractual arrangements are passed on to our owner operators and third-party carriers and are not included in either our revenues and expenses. For that reason, increases in fuel prices over the past several years have not had a direct negative effect on us, but may have a negative impact on our owner operators and third-party carriers, which in turn may negatively impact us. See the risk factor titled “Increases in fuel prices could affect the availability and cost of owner operators.” under the section titled “Risk factors” for a further discussion of how increase in the price of commodities such as energy and fuel may impact us.

Quantitative and qualitative disclosure about market risk

We are exposed to changes in interest rates as a result of our financial activities, primarily our borrowings under our Existing Credit Facility. Borrowings under our credit agreement bear interest at variable rates based on a LIBOR or Prime margin pricing grid adjusted annually, based on our leverage ratio, which under our Existing Credit Agreement is generally defined as our total indebtedness (as adjusted under the existing credit agreement) divided by Adjusted EBITDA. The interest rate in effect at June 30, 2010 was 9.25% After the completion of the offering, we expect to have materially less debt and expect that all of our debt would bear interest at a variable rate.

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We have entered into an interest rate swap agreement for the purpose of hedging variability of interest expense and interest payments on long-term variable rate debt. Our strategy was to use pay-fixed/receive-variable interest rate swaps to reduce our aggregate exposure to interest rate risk. These derivative instruments were not entered into for speculative purposes. As of December 31, 2009, we had an interest rate contract outstanding with an underlying notional amount of $30.0 million (requiring interest to be paid at 4.6% and maturing August 30, 2010). At December 31, 2009 we have recorded a liability of $954,000 representing the fair value of the interest rate contract and it is included in “Other long-term liability” on the consolidated balance sheet.

During the year ended December 31, 2008, we changed to paying interest on our Existing Credit Facility at the base rate. As a result, the interest rate on the Existing Credit Facility no longer matched the interest rate of the related interest rate swaps. As a result, we discontinued cash flow hedge accounting and recorded a loss of $297,000 and a gain of $978,000 respectively, in interest expense during the years ended December 31, 2009 and 2008. The loss of $297,000 recorded in interest expense in 2009 is comprised of a loss of $714,000 representing the change in value of the swap from December 31, 2008 to December 31, 2009 and $417,000 from the amortization of the value which existed on the consolidated balance sheets at the time the swap became ineffective. After August 30, 2010, borrowings under our existing credit agreement will have variable rates and all swaps will have expired, thus we will have greater exposure to the risk of interest rate increases.

A 100 basis point increase or decrease in the prime rate of interest would have increased or decreased our interest expense, as applicable, by $0.7 million for the year ended December 31, 2009.

Critical accounting policies

Estimated cost of self-insurance claims.    We are generally self-insured for losses and liabilities related primarily to trucker’s liability and general liability claims. We utilize commercial insurance as a risk mitigation strategy with respect to catastrophic losses. Our retention for liability is $750,000 per event. Ultimate losses are recorded based on estimates of the aggregate liability for claims incurred using assumptions followed in the insurance industry. The self-insurance accruals include claims for which the ultimate losses will develop over a period of years. The accruals also are affected by changes in the number of new claims incurred and claim severity. The methods for estimating the ultimate losses and the total costs of claims at December 31, 2009 were determined by external consulting actuaries. The resulting accruals are reviewed by management and any adjustments arising from changes in estimates are reflected in the statement of operations currently. We have not had any material adjustments as a result of differences between these estimates and actual results in the periods presented. The self-insurance accruals are based on estimates and while we believe that the amounts recorded are adequate, the ultimate claims may be in excess of or less than the amounts recorded. We do not have any current expectations as to future changes in the estimates used to determine our self-insurance accruals. A 1% increase (decrease) in our self-insurance accrual for the six-month periods ended June 30, 2010 or the year ended December 31, 2009 would not result in a material increase or decrease in net income for such periods.

Allowance for doubtful accounts.    We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts. Our estimate is based on historical collection experience and a review of the current status of trade accounts receivable. If the financial condition of our

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customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We have not had any material adjustments as a result of differences between our estimates of uncollectible accounts and actual results in the periods presented. We do not have any current expectations as to future changes in these estimates. A 1% increase (decrease) in our allowance for doubtful accounts for the six-month period ended June 30, 2010 or the year ended December 31, 2009 would not result in a material increase (decrease) in net income for such periods.

Goodwill represents the excess of the purchase price over the fair market value of the net assets of the acquired business. The Company reviews goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances indicate that the carrying amount of an asset may not be recoverable. The goodwill asset impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. We estimate fair value using both market information and discounted cash flow projections also referred to as the income approach. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. We validate our estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The impairment analysis with respect to indefinite lived assets includes comparing the estimated fair value of the indefinite lived asset to its carrying value. Where the fair value is less than its carrying value, the indefinite lived asset is considered impaired and written down to its estimated fair value. The Company conducted its impairment test as of June 30, 2009, which resulted in a non-cash goodwill impairment charge of $28,098 and a non-cash impairment charge related to other intangible assets with indefinite lives of $5,400. This charge is recorded under the caption “Goodwill and intangibles impairment” on the Consolidated Statements of Operations.

Long-lived assets with depreciable or amortizable lives.    We review our long-lived assets for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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Recent issued financial accounting standards

In 2009, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Codification, which establishes a sole source of U.S. authoritative generally accepted accounting principles (GAAP). The Codification is meant to simplify user access to all authoritative accounting standards by reorganizing U.S. GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting standards. Pursuant to the provisions of the Codification, the Company has updated references to U.S. GAAP in these consolidated financial statements. The adoption of the Codification did not have an effect on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance for business combinations. The guidance, as prescribed by ASC 805, Business Combinations (ASC 805), changes how an entity accounts for the acquisition of a business. While ASC 805 retains the requirement to account for all business combinations using the acquisition method, the new guidance applies to a wider range of transactions or events and requires, in general, acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed and noncontrolling ownership interests held in the acquiree, among other items. The revised guidance eliminates the cost-based purchase method previously allowed under U.S. GAAP. The revised guidance also introduced changes to certain provisions of the authoritative guidance related to income tax accounting. For acquisitions undertaken after the adoption of the revised guidance, the release of a valuation allowance related to pre-acquisition net operating losses are now being reported as a reduction to income tax expense. Similarly, adjustments to uncertain tax positions made after the acquisition date are now recorded in the statements of operations. The Company adopted ASC 805 on January 1, 2009. The adoption did not have an impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued authoritative guidance regarding fair value measurements and disclosure regarding measuring the fair value of assets and liabilities. The guidance applies to other accounting pronouncements that require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. In February 2008, the FASB deferred the effective date of this guidance for one year for nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

We assess the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability.

In March 2008, the FASB issued guidance regarding disclosures about derivative instruments and hedging activities. This guidance requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The company adopted this guidance for the year ended December 31, 2009.

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The FASB issued subsequent events guidance, which sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. The guidance also indicates the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, as well as the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. We adopted this guidance effective for the year ending December 31, 2009. The adoption of this guidance had no impact on our financial statements as of December 31, 2009.

In January 2010, the FASB issued ASU No. 2010-06 (ASU 2010-06), Improving Disclosures about Fair Value Measurements. ASU 2010-06 provides amendments to ASC Topic 820, (ASC 820), Fair Value Measurements and Disclosures, that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements in addition to the presentation of purchases, sales, issuances and settlements for Level 3 fair value measurements. ASU 2010-06 also provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation, and inputs and valuation techniques. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements of Level 3 fair value measurements. Those disclosures are effective for interim and annual periods beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company’s adoption of this standard did not have a material effect on its financial statements.

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Industry

Industry overview

The global freight transportation industry is highly fragmented and includes a broad range of transportation modes and service levels. Within this industry, Panther operates in three key growing markets, expedited transportation, premium freight logistics and freight forwarding. We have leveraged our extensive experience and strong track record in Expedited transportation services, as well as our leading technology platform, to develop a comprehensive suite of solutions for premium freight logistics and to grow our capabilities and presence in the freight forwarding business.

Expedited transportation

Expedited transportation services are used by clients for time-critical services and are characterized by very stringent pick-up and delivery windows, advanced technology and high levels of customer service. Examples of such time-critical requirements are just-in-time deliveries of spare parts and components to manufacturers, specific delivery windows for large retail chains with significant penalties for delayed deliveries, and special shipments of new electronic product releases for holiday shopping seasons. This time-critical service originated from the need to handle automotive supply chains. Expeditors typically provide 24/7/365 availability, on demand pick-up within 90 minutes of request and delivery within 15 minutes of customer-specified times, and real-time tracking and tracing. Service providers in the expedited market include pure expeditors that maintain a dedicated network for expedited shipments and larger carriers that offer expedited services as a part of a broader transportation offering.

The difference in shipment times between Expedited transportation and transportation via other, non-expedited alternatives can be substantial. For example, a domestic ground coast-to-coast shipment of freight with expedited transportation can typically take approximately 53 hours, while typical transit time for a truckload carrier is four days. Due to the critical nature of the service provided and the added level of reliability, speed, visibility and personalized service, expedited freight services command significant price premiums over traditional, non-expedited modes of transportation.

The expedited transportation market is estimated by SJ Consulting to be $3.0 billion in 2009 with a growth rate of 14.0% in 2010 and then returning to a more normalized annual growth rate of 7.1% for the years 2011 to 2014.

Premium freight logistics

As supply chain requirements of shippers have expanded in recent years, we have seen the rapid growth of an expanded market that is not characterized solely by pick-up and delivery times. Premium freight logistics include door-to-door transportation of freight requiring specialized services, whether because of time critical requirements, special handling requirements, high value freight, special permit needs or any additional complexities that need customized solutions. While requirements vary from sector to sector, we believe there is an increasing demand for specialized services such as temperature controlled freight with FDA protocol compliant cold-chain solutions, advanced security solutions as well as high-tech shipment tracking and visibility, backed by highly personalized service and sophisticated technology.

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Premium freight logistics providers compete primarily on the basis of speed, customization of service offering, technology and customer service. Depending on the complexity of the requirement, these are provided by a wide range of providers including some parcel companies and dedicated truckload carriers. As in the case with the general trucking industry, the ability of service providers to charge a premium for time-critical and other specialized services has been positively impacted by a contracting supply base in ground transportation as several years of below average truck builds have reduced the supply of tractors in the industry. Additionally, we believe that the high rate of trucking bankruptcies during the recent economic downturn has helped to reduce the chronic oversupply of capacity in the industry over the last several years, which has led to more favorable pricing.

The premium freight logistics segment as defined by us corresponds to the premium freight transportation segment and estimated as defined by SJ Consulting to be $22.7 billion for 2009 with a growth rate of 10.0% for 2010 and then returning to a more normalized annual growth rate of 7.5% for the years 2011 to 2014.

Panther has been successful in expanding into the premium freight logistics market through our Elite Services offerings, which involve highly specialized solutions and customized handling for customers with special needs such as temperature-control and temperature-control protocol validation, government certifications, special security, heavy-weight and oversized shipments and emergency recoveries or distributions. This has enabled us to expand from automotive into other non-automotive, high growth verticals such as government and defense, life sciences and pharmaceuticals and high value products.

Freight forwarding

The freight forwarding market is comprised of non-asset based transportation providers that arrange for multimodal transportation of heavyweight, non-local freight. Forwarders do not own transportation equipment, but rather use the available capacity of airlines and trucks to meet the transportation needs of their clients. Forwarders provide transit times that are faster than standard ground transportation and handle freight that is heavier than the general purview of parcel integrators.

The domestic freight forwarding market is estimated by SJ Consulting to be $4.6 billion with projected revenue for 2010 at $5.1 billion, with a growth rate of 10.0% for 2010 and returning to a more normalized growth rate of 4.8% for the years 2011 to 2014. The global freight forwarding market is estimated by SJ Consulting to be $176 billion in 2009 with a growth rate of 19.5% in 2010 and then returning to a more normalized annual growth rate of 10.3% for the years 2011 to 2014.

Panther’s developing capabilities in this market strongly position us to benefit from the growth trends in this large segment and to benefit from increased cross-selling opportunities to our clients.

Key trends

The expedited, premium freight logistics and freight forwarding markets are expected to benefit from a variety of trends including the following:

Increased outsourcing.    Companies are increasingly focused on core competencies and improved customer service that result in the need for third party expert solutions backed by advanced

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technology capabilities. Transportation management and logistics is a critical component of many company operations, but is not a core competency for many. As a result, companies continue to outsource their transportation needs to logistics providers to access specialist skills, redeploy resources to core activities and transform fixed costs into variable costs.

LEAN supply chains and low inventory levels.    Companies are continuing to advance their supply chains and to focus on just-in-time delivery. These companies also have a heightened desire to keep inventories and working capital low. As a result, they increasingly need and value efficient expedited solutions.

Complex supply chains.    The growing need for integrated supply chain solutions is driving the need for premium logistics experts that have the ability to offer enhanced real-time visibility, reduced supply chain disruptions and comprehensive customer service. Lower trade barriers, growing trade volumes, globalization of sourcing and relocation to low-cost countries, in combination with modern production and distribution techniques, continue to increase the complexity of supply chains, driving many companies to providers with the subject-matter expertise and technological ability to manage and execute a complex supply chain.

Shortened product cycles.    As product cycles change and the life cycle of products continue to contract, companies are forced to continually reengineer their supply chains to meet changing consumer preferences and introduce new products to the market. We believe that companies will continue to seek out premium providers with the ability to react quickly and efficiently to meet their needs as their supply chains change with their business models.

Continued globalization.    Companies with expanding global operations are confronted with increased regulatory and security requirements as well as production and distribution challenges, creating demand for sophisticated providers with the ability to manage these complexities.

Competition

The Panther’s competitive landscape is highly fragmented. In the expedited services and premium freight logistics segments, quality of service, technological capabilities and industry vertical expertise are critical differentiators. In particular companies with advanced technological systems that offer optimized shipping solutions, real-time visibility of shipments, verification of chain of custody procedures and advanced security carry significant operational advantages and create enhanced customer value. In addition we believe as supply chains become more geographically complex and diverse, carriers that are able to offer better geographic coverage stand to gain over other providers.

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Business

Overview

We are North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics. We offer single-source ground, air and ocean shipping solutions for time-sensitive, high-value and service-critical freight, with on-demand pick up and delivery to and from anywhere in the world. Our diversified, non-asset based transportation network consists of approximately 1,075 exclusive-use owner-operator vehicles, over 1,600 third-party ground carriers that provide additional North American capacity and over 500 air and ocean cargo carriers that provide global reach. During the twelve months ended June 30, 2010, we handled shipments for over 10,000 customers. We operate throughout nearly all segments of the supply chain for customers in diverse industries. In addition, many of the largest transportation and third-party logistics companies in the world turn to us for transportation solutions they cannot provide for customers on their own. Our proprietary, integrated and scalable information technology platform is a key component of our business. It enables our customers to better manage their supply chain performance and expenses by optimizing cost and service decisions. It also allows us to deliver superior customer service, operate more efficiently, and offer our owner operators enhanced productivity. Our non-asset based business model allows us to expand organically without the capital investments required by our asset-based competitors. This creates the opportunity to generate significant cash flows and to react quickly based on business opportunities and challenges. For the six months ended June 30, 2010, we generated revenues of $95.0 million, an increase of 43.1% from the first six months of 2009.

Our history

We were founded as an expedited carrier with five owner operators in 1992 by the current chairman of our Board of Directors, Daniel K. Sokolowski. We have rapidly expanded our non-asset based business through both acquisitions and organic growth since that time. In 1998 we began installing QualComm™ units in all of our owner-operator vehicles. In 2002, we launched our Elite Services offerings and also began offering our services in Mexico. In June 2005, we launched our brokerage services and in the same month were acquired by an affiliate of Fenway Partners, which led to the change of our corporate structure from an S-corporation to a C-corporation. Andrew C. Clarke joined us as our President in May 2006 and became our Chief Executive Officer in June 2007.

After our acquisition by an affiliate of Fenway Partners, we accelerated our efforts to transform our business from a recognized national ground expedited carrier to a leading provider of in premium freight logistics. Our principal goals included expanding the industries and geographies we serve, building a comprehensive suite of premium services and developing an advanced technology platform that would provide differentiated capabilities compared with our competitors. Acquisitions have formed a material part of our recent growth and diversification. On July 21, 2006, we acquired the owner-operator based expedited freight transportation business of Con-way Expedite and Brokerage, a division of Con-way Inc., to expand our ground expedite footprint and customer base. In March 2007, we acquired Integres Global Logistics, Inc, which was founded by United Airlines, Unisys and Roadway Express as a technology-based freight-forwarding and logistics company dedicated to providing time-critical air and ground freight services. Integres was headquartered in California, with additional offices in Illinois, Texas

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and Ohio. Integres provided the platform for our customer-facing One Call^SM Solution shipping quote optimization engine. In October 2008, we acquired Elite Transportation Services, LLC, d/b/a Elite Logistics Worldwide or Elite, a freight-forwarding company that provides logistics solutions for shippers requiring domestic and international ground, air and ocean transportation services. Elite was headquartered in Portland, Oregon with additional offices in metropolitan Seattle, San Francisco, Los Angeles and San Diego. We acquired Elite in order to build a West Coast platform for our air freight forwarding business.

Over the past four years, we have pursued a strategic plan designed to build a comprehensive suite of premium freight logistics services, diversify our customer base, develop an industry-leading technology platform and embed ourselves as an essential component of our customers’ supply chains. The following table demonstrates the progress made in those key areas.

Strategic goal	2006(1)	2010(1)
Build comprehensive suite of services	92% U.S. ground expedited 8% Elite Services	66% North American ground expedited 16% Elite Services 14% air and ocean freight 4% all other
Diversify customer base	53% automotive 21% 3PL 21% manufacturing 5% government, life science, high value	35% 3PL, excluding automotive 26% automotive, including auto 3PL 21% manufacturing 18% government, life science, high value
Enhance technology platform	Real-time track and trace Web-based transactions	Real-time track and trace Web-based transactions One CallSM Solution Network optimization Geofencing EDI and XML integration
Embed in customers’ supply chains	Top ten customers average 1.9 services	Top ten customers average 3.0 services
Expand addressable market	Primarily U.S. expedited transportation	Expedited transportation Premium freight logistics Freight forwarding Total addressable market	$3.0 billion $22.7 billion $4.6 billion (domestic) $176.0 billion (global) $206.3 billion

(1) Percentage amounts based on revenue. Information reflects 2005 as the base year. 2010 numbers are through the first six months of 2010 with the exception of the addressable market sizes, which are based on 2009 estimates.

We believe the ongoing execution of our plan has positioned us to capitalize on improving freight volumes in the near term and to achieve substantial growth over the longer term.

Our competitive strengths

We believe our competitive strengths collectively afford us advantages against non-asset based competitors that lack our exclusive owner-operator capacity as well as asset-based and fixed network providers that lack our flexibility. We believe our competitive strengths include the following:

Leader in single-source premium freight logistics.

Our non-asset based network together with our proprietary technology platform, evaluates over 200,000 multi-modal shipment alternatives around the world and presents the customer with

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customized shipment options without the constraints of either a fixed-asset or fixed-schedule network or limited geography. This affords us greater ability to offer to customers multiple solutions to optimize their shipping dollar with service and cost certainty. In addition, our North American ground franchise and owner-operator capacity provide a strong foundation for cross-selling our growing suite of services.

Proprietary IT platform.

We have made significant investments in technology and believe our proprietary, integrated and scalable information technology platform affords us competitive advantages in marketing, customer service and operations. The platform combines leading technology with local knowledge of shipping schedules and capacity providers to enable us to quickly accept customer orders, manage network density, and optimize our network. We offer customers a fully automated, web-based fulfillment process supported by a specialized staff that is focused on maintaining high levels of service and managing complex customer requirements. Our One Call ^SM Solution evaluates over 200,000 multi-modal shipping alternatives and presents the customer with the best shipment options based on time, service level and pricing priorities. Our owner-operator fleet is equipped with Qualcomm and other on-board technologies to provide real-time tracking, security and data integrity services to our customers. For our customers with high-value, high-risk shipments, we offer cutting-edge technologies such as geofencing to provide an added layer of security and the ability to monitor shipments in accordance with a defined virtual geographic route. For our owner operators, our web-based network optimization software helps position them for productivity and success by statistically predicting future demand levels. We believe that these applications strengthen our relationships with our customers and owner operators and enhance our productivity.

Non-asset based business model promotes scalable operations.

Our non-asset based business model provides us with significant flexibility to expand without making large capital investments. We obtain 100% of our network capacity from owner operators, third-party ground carriers, air freight carriers, ocean shipping lines and other transportation asset providers. These providers supply assets such as trucks, container ships and aircraft and bear virtually all transportation-related expenses in exchange for a specified payment per shipment or per mile. Our model capitalizes on the incentives that owner operators and third-party providers have as business owners to operate reliably, safely and productively. In each of the past three years, our capital expenditures (excluding acquisitions) have been approximately one percent of revenues.

Industry vertical focus.

We employ industry experts in key vertical markets where specialized knowledge, experience and relationships can help solve our customers’ most pressing transportation challenges. Each industry expert has sales and marketing responsibility over markets such as automotive and heavy truck, diversified manufacturing, pharmaceutical and life science, government and defense, high value products, and 3PL. In the premium freight logistics market, where every shipment is critical, we believe our industry experts’ knowledge of our customers’ businesses provides a competitive advantage. For example, we are able to offer secret clearance and specialized equipment for Department of Defense shipments, customized cold-chain solutions that comply with Food and Drug Administration protocols for pharmaceuticals and hazmat and chain of custody assurance for the pharmaceuticals industry. We believe few competitors offer the same level of expertise, specifically tailored for industry and customer requirements.

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Comprehensive premium package that is difficult to replicate.

Unlike the general freight transportation market, we believe the premium freight logistics market has time and cost hurdles confronting competitors that seek to establish a single-source solution. First, stringent service requirements, which include 24 hours a day, 7 days a week, 365 days a year availability, on-demand pick up and delivery within narrow time windows and a high level of customized service, make it difficult for carriers with asset-intensive, owned networks or a primary focus on traditional freight transportation to provide the type of flexibility and service required by our customers in the premium freight logistics market. Second, our extensive network of North American and global ground, air and ocean carriers would be difficult to replicate without considerable investments in time, relationships and technology. Third, a competitive technology platform would require significant capital investments, resources and time to develop and deploy. Fourth, obtaining a full suite of certifications as a motor carrier, broker, freight forwarder, non-vessel operating common carrier and indirect air carrier, as well as clearance for C-TPAT, Department of Defense and other security agencies, requires time and expertise.

Our growth strategy

We believe that our business model has positioned us well for continued growth and profitability, which we intend to pursue through the following initiatives:

Broader penetration of existing accounts.

Our comprehensive suite of services positions us to expand our share of transportation expenditures of existing accounts through cross-selling opportunities. Since 2006, our account penetration has expanded to 3.0 services per top ten customer (by revenue) from 1.9 services. In the first six months of 2010, over 1,000 customers used more than one service. In the first six months of 2010, nine of our top ten customers utilized our air and ocean freight forwarding offerings, which we introduced in 2007. Customers that use multiple services are more profitable and more frequent users. We will continue to mine our database of 10,000 current and 30,000 historical customers to supply leads to our sales force and commit our North American capacity to large customers based on a total relationship approach.

Expand customer base within targeted industries.

We are leveraging our expertise and anchor relationships in target industries to gain additional customers in those industries. Since 2006, we have expanded our operations to cover six targeted industries and hired experts to oversee our operations in these industries. Our industry experts have developed detailed operating protocols that can be adapted readily to specific customer requirements and have specific sales goals for their markets. In addition, our industry experts have deep knowledge of each facet of the customer experience from shipment booking through planning, tracking and delivery. We believe our industry experts provide a significant competitive advantage in many of the targeted industries that demand highly specialized transportation solutions.

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Expand our North American network.

We are expanding our North American network by actively recruiting owner operators and third-party carriers.

• Owner operators.    Our exclusive owner-operator capacity is a competitive advantage, and we are actively seeking to expand our owner-operator fleet. We seek to offer our owner operators a more attractive package than our competitors. We also offer technology that provides our owner operators visibility of all shipments in our system as well as “hot spots” where they can reposition their vehicles to quickly pick up the next load. In addition, we are highly focused on our owner operators’ quality of life concerns and maintain good relations with our owner operators. We also have identified attributes of successful fleet operators and are actively recruiting small business owners to invest in additional fleets. Based on recent business volumes, we are encouraging our fleet operators to expand their fleets so they, and we, can capitalize on the improving freight environment.

• Third party carrier network.    Our third-party carrier network allows us to grow independent of the size of our owner-operator fleet. Since 2006, we have expanded our third-party network to over 1,600 third-party ground carriers. Our flexible network of third party carriers allows us to capture significant revenue beyond what our exclusive owner operators can handle.

Grow international air and ocean freight forwarding.

Since 2008, we have developed an international capability by offering air and ocean freight forwarding services and see tremendous opportunity in this $176 billion global market. In the first six months of 2010 we handled shipments to or from 38 countries, and international shipments contributed 6.5% of our revenue. We are pursuing this market aggressively by soliciting North American customers for their international business as part of our single-source solution. We have targeted 10 international gateway cities in the United States where we are hiring experienced international sales people and investing in building our brand in these markets. Because our international business is non-asset based, the expansion cost is relatively small compared with asset-based network operators.

Pursue selected acquisitions.

Over the past five years we completed three acquisitions and successfully integrated their operations. These acquisitions expanded our owner-operator network, enhanced our air freight forwarding capabilities, provided a West Coast sales and operations footprint and brought us our network optimization software. We intend to continue to evaluate and pursue selected acquisitions with an emphasis on businesses that we expect to expand our geographic coverage, increase our network density, accelerate our expansion into new industry verticals, or expand our service capabilities.

Our services

We offer a portfolio of premium logistics solutions that allow our customers to manage their global supply chains more efficiently. Our focus is on superior, detail-oriented customer service and we have designed our business to provide flexible and personalized responses to our customers through the use of our information technology platform and a wide range of transportation modes, including ground, air and ocean. Our diverse network is available 24 hours

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a day, 7 days a week and 365 days a year and can quickly respond to almost any transportation need. The design of our software has inherent flexibility that allows our customer service team to work with our customers to further refine or respond to immediate shipping needs as well as long-term service requirements. We offer special handling and delivery options, monitor our customers’ preferred modes of communication, provide detailed tracking and billing information and implement informative and interactive web interfaces.

As we continue to emphasize integrated premium freight logistics solutions, we expect to grow our existing customer base and manage a greater portion of the supply chain and transportation needs for our existing customers. We also intend to expand our international operations by increasing our air and ocean freight services in gateway cities, particularly on the West Coast.

Ground expedite

We offer door-to-door ground freight expedited truckload services to a broad range of industries that value a rapid, customized response and flexible modes of delivery. For the six months ended June 30, 2010, our ground freight services accounted for approximately 66% of our total revenues. With approximately 1,075 exclusive owner-operator vehicles in our network, we believe we operate the largest independent ground expedited fleet in North America. This owner-operator fleet includes straight trucks, tractor trailers and cargo vans with access to flat-bed, step-deck, lift-gate, temperature-controlled, temperature-validated, secret-cleared and other specialized equipment. We supplement our owner-operator fleet with capacity from third-party carriers. These third-party carriers are available on a transactional basis and provide us with flexibility to serve our customers. We believe a combination of owner operators and third-party carrier capacity is highly beneficial. We are able to guarantee available capacity and pricing, as well as match specialized services through our owner-operator fleet. We also pay our owner operators a fixed rate per mile, which lessens our exposure to spot market increases in underlying transportation costs. Through our third-party carriers we gain capacity to serve customers when we otherwise might not be able to do so.

Because we rely on owner operators and their equipment, as well as third-party carriers, to transport our customers’ freight, we are able to focus our efforts on seeking solutions for our customers without being confined by a fixed, asset-based network, which helps us respond flexibly to business opportunities and challenges. Our ground freight services offer customers advanced technological solutions, speed, reliability and security, as well as a high level of personal service.

By utilizing our fully integrated proprietary software, we can quickly assess the positioning and capabilities of our owner-operator fleet to provide a real-time response to our customers. We can typically electronically dispatch a truck within a few minutes and pick up a shipment within 90 minutes. Additionally, our owner operators have the ability to constantly monitor the location of available shipments, leading to increased utilization of their vehicles and improving our overall operating efficiency. All the vehicles in our exclusive network are equipped with QualComm ™ satellite tracking and two-way communication units, allowing our customer service employees to monitor and maintain continuous communication with our owner operators. Customers can track their shipments down to the street level to confirm their shipments are en route and on-time.

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Elite Services

We have also developed a separate and premium customized services offering—Elite Services—to address our customers’ most sensitive transportation requirements, such as temperature-controlled and validated, government qualified, special security, heavy-weight and oversized shipping and emergency recoveries or distributions. We can quickly and cost-effectively move small or large quantities of product from point-to-point overnight using our ground, air and ocean freight service network, provide protective wrapping, handle hazardous materials, monitor temperature, attach a security detail or provide a number of other protective or service-intensive measures required by our customers for the protection of their goods. Elite Services employ state-of-the-art equipment to ensure that the most complicated deliveries are completed in minimal time, with maximum attention to detail.

Through Elite Services, we are an authorized expedited transportation service provider to the U.S. government, to whom we offer different levels of specialized service for various departments, including the Department of Defense, NASA and the Treasury Department. For the six months ended June 30, 2010, revenues from all Elite Services were approximately $10.2 million, or 16%, of our total revenues.

Air and ocean freight

For the six months ended June 30, 2010, our air and ocean freight services together accounted for approximately 14% of our total revenues.

Air freight

We offer high-performance, flexible air freight forwarding and air charter service designed to adapt to the dynamic needs of our customers. With a comprehensive portfolio of time-definite options, we provide tracking, specialized equipment and door-to-door freight service to anywhere in the world. Our customer service team uses its knowledge of the expedited transportation industry and our proprietary software to design custom transport programs—part ground, part air—that minimize delivery time and cost to the customer. We have partnerships with over 500 air carriers to provide us with significant access and buying power.

Our technology lets us optimize freight services to lower costs for our customers. Customers can choose from more urgent services such as next-flight-out and same-day services or select from time-definite services, which have specific time of day commitments with one-, two- or three-day transit times. We also offer less urgent shipments such as day-definite services, which have specific day-but not time of day commitments. Our ability to provide pricing by mode and time allows customers to buy up or buy down based upon service parameters. Customers also can use our advanced online technology to track air freight in real-time or view inbound shipment details.

We also offer value-added services, such as shipping of dangerous goods, hold-for-pick-up, liftgate services, customs clearance, cargo insurance and documentation services and we manage all of the details of such shipments for our customers. Going forward, we expect to continue to increase our air freight business and the proportion of our revenues generated by our air freight services.

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Ocean freight

As a full-service, licensed non-vessel operating common carrier, or NVOCC, we offer a comprehensive array of ocean freight transportation services. Our ocean freight services allow customers to simplify their freight processes with a single provider while maximizing routing and transit options to global destinations across a selection of preferred carriers. We handle almost any size of shipment, from less-than-container shipments to full container shipments, special equipment and oversized cargo. From almost any origin, destination or carrier, we provide streamlined freight forwarding to book our customers’ cargo, arrange for pick-up and delivery and manage the shipping documentation. Customers can use our ocean freight services to meet their volume, timing and pricing needs using established, reliable NVOCC services. The primary features of our ocean freight services include our (1) door-to-door service, (2) dependable transit schedules from all major ports, (3) access to space allocations with major carriers and (4) an extensive network of consolidation centers to manage cargo flows. Our status as a C-TPAT participant also helps our customers avoid delays on U.S. inbound shipments. Going forward, we also expect to expand our ocean freight services and the proportion of our revenues attributed to our ocean freight services.

Truckload brokerage

From time to time, customers may request services that are outside the scope of our Panther-branded premium ground expedited logistics service model. However, we remain committed to solving our customers’ needs and having this capability is important to our overall business plan. Since February 2009, we have acted as a licensed freight transport broker for traditional truckload freight. We post these jobs for our third-party capacity providers and they are able to bid for the contracts through our custom-designed, real-time web portal. We offer these customers cost-effective solutions for shipments that aren’t time sensitive, thus preserving our One Call^SM Solution which retains the business and maintains the customer relationship. For the six months ended June 30, 2010, our truckload brokerage services accounted for approximately 4% of our total revenues.

Customers

During the twelve months ended June 30, 2010, we handled shipments for over 10,000 customers. Many of these customers are global leaders in their respective industries. We understand that demand for our services is frequently tied to the need to handle high-value goods carefully and rapidly or to expedite goods affecting a high-value process. We define “high value” as shipments that typically require extensive planning and potentially have a high monetary value, high risk of theft or a high cost if not delivered on time or are rare, unique or difficult to replace. In the past, we focused on industries that rely on high-value components as part of large scale processes, which include the automotive and manufacturing sectors, as well as third-party logistics providers that need to fulfill transportation needs on behalf of their corporate clients. More recently, we have expanded into new vertical industry markets and have grown our customer base in the government and defense, high value product, life science and pharmaceutical industries. We believe these customers increasingly seek business partners, such as us, that offer extensive service capabilities, superior technology and a single point of access for global needs to improve the efficiency of their supply chains and reduce the number of providers they manage. Consistent with industry practice, our typical customer contracts do not guaranty shipment levels or

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availability. This gives us and our customers a certain degree of flexibility to negotiate rates up or down in response to changes in freight demand and trucking capacity.

In each of 2008 and 2009, we had approximately 4,000 new customers and we continue to look toward expanding our customer base into new industry verticals, as well as expanding our reach in industries we already serve. For the year ended December 31, 2009, no customer represented more than 6% of our revenues and our top 25 customers represented approximately 34% of our revenues. We believe that the diversity of our customers across different industries, together with our diversified geographic presence and well-balanced service offerings, lessens the impact of business cycles or other factors affecting any one customer, geographic region or mode of transportation. In 2008 and 2009, international shipments accounted for less than 1% of our revenues.

Our revenues by industry for the six months ended June 30, 2010 were as follows:

Sales and marketing

We have developed a talented sales and marketing team, including experts in the industries we serve, aimed at accelerating the growth of our business by expanding our presence in existing industries, capitalizing on new opportunities in specific industry verticals and continually increasing our geographic coverage. We intend to expand our sales force by opening new offices in domestic and international gateway cities such as Dallas, Houston, Atlanta, Miami, New York. We also intend to increase our sales presence in the Western United States.

Sales

The goal of our sales force is to work with a sense of urgency, sell with confidence and consistently exceed personal, corporate and customer expectations. Our sales team is central to our goal of expanding our existing customer base as well as increasing our market share among current customers through cross-selling. New accounts represented 53% of our total sales calls in the first six months of 2010, while calls to customers in our government and defense, life-science and pharmaceutical, and high-value product verticals represented 28% of our total sales calls and 33% of new account calls.

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We strive to create a culture dedicated to identifying and solving the needs of our customers and to execute our sales strategy through the leadership of our vertical directors, account executives and sales support group.

• Vertical Directors. Our vertical directors are industry experts and proven leaders with an average of 20 years of experience in selling domestic and international transportation services to companies in their given vertical markets. We currently employ vertical directors to support our territory managers in the following industries: automotive and heavy truck, diversified manufacturing, pharmaceutical and life science, government and defense, high value products, and 3PL, but as we expand our business in particular industries, we will expand our vertical directors where relationships or expertise requires it. Our vertical directors monitor market trends and industry dynamics and provide strategic direction for our planning purposes. Our vertical directors also assist us in developing new service offerings and executing marketing campaigns and they negotiate pricing and contracts with customers in their verticals.

• Territory Managers. Our territory managers are sales representatives with experience in selling domestic and international transportation services, including ground, air and ocean. Their primary objective is to acquire new accounts while growing our market share within our existing customer base. Our account executives sell our full suite of services to all industries within their defined geographical regions with a heavy focus on large, domestic metropolitan markets. They utilize our software to track customer activity and to develop strategies for increasing that activity. Our account executives also attend sales meetings on a regular basis and are involved in negotiating pricing and contracts for our services.

• Sales Support Group. Our sales support group is committed to advancing existing business relationships and developing new leads and opportunities. This group is our lead generation engine, as well as a support unit devised to help our vice presidents, vertical directors and territory managers.

We strive to position our sales team in areas of customer concentration and continue to expand the geographic reach of our sales offices. Our sales team is supported by all areas of our operations and administration, including our IT system database, which provides them with useful information on customer transactions and patterns by identifying sales patterns, seasonal trends and sales by equipment type and gross profit, thereby allowing them to design new sales programs on a customer-by-customer basis. Each salesperson receives up-to-date reports comparing shipment count, profits, number of services and the last shipment date for our customers to allow them to design effective cross-selling strategies.

To ensure the continued effectiveness of our salespeople, the quantity and quality of in-person sales calls are scrutinized weekly to continually improve productivity and identify areas of improvement. We also perform monthly informal performance reviews and semi-annual formal performance reviews to provide our sales team with continual feedback and we utilize weekly scorecards to measure activity and relative performance among our sales team members.

Marketing

Our marketing team is responsible for the development of marketing and communications strategies that support our growth objectives. Such responsibilities include developing and managing our marketing strategy, plan and budget; monitoring and measuring our marketing program’s return on our investment; identifying new market and service opportunities through

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market segmentation and sizing; providing marketing and customer information to further expand our customer base; producing collateral and sales tools to be used by our sales team; managing and coordinating our participation in industry events and trade shows; producing and distributing internal and external company communications; creating, implementing and coordinating marketing campaigns and promotions; and developing and managing our digital strategy, including our website and social media.

Information technology

We believe our technology systems offer distinct marketing, customer service and operational advantages over the systems used by most of our competitors.

Our information technology platform greatly enhances the quality of customer service we provide and is fundamental to our operations. Our One Call^SM Solution offers extensive capabilities, complete geographic coverage and the opportunity to bring discipline to transportation processes. We combine best-in-class procurement practices with a powerful shipping engine to offer what we believe is the most advanced bid, quote and tracking system in the transportation industry. Unlike competing systems, our technology builds routes and rates in real time, in full view of our customers. By entering a few freight characteristics into our software—such as the size, weight, dimension and zip codes—our customers retrieve a range of mode-optimized shipping solutions within seconds. Our software allows us to search more than 200,000 shipping options across our transportation network and offer solutions customized to fit our customers’ time, service level, guaranteed delivery and pricing priorities. Customers can then buy up or buy down to the service that best meets their timing and pricing needs. More than just a bid and quote system, our system can be used by our customers to book their freight and to review their data while their shipment is in transit without ever having to place a call to our customer service representatives.

We use EDI and XML to provide seamless data flow and integration into our customers’ logistics systems. Our EDI and XML capabilities include: shipment tender, invoice and freight details and shipment status. Our primary system runs on a UNIX™ platform that interfaces with multiple applications running on diverse hardware and systems platforms. Because the core components of our system are internally generated and controlled, our team of internal developers is devoted to its maintenance, upgrade and improvement and to ensuring that our system meets the evolving needs of our customers. We also have utilized external IT experts when necessary to develop certain features and functions of our system.

Once our customers have booked their freight, we offer email alerts, e-voicing, electronic bills of lading and electronic proofs of delivery. We also provide real-time access to shipment status, location and expected delivery time through our track and trace system, updated every 15 minutes or more for our North American shipments.

For customers with high value, high risk shipments where there is a desire for ultimate control over their shipments, our geofencing service lets customers define a virtual, geographic area to ensure their freight follows approved routes. If a designated boundary is crossed, a notification is immediately generated. As a result, our geofencing service provides an additional layer of security and improves the ability of our customers to manage high-risk geographies. In many cases, geofencing also can lower insurance costs.

Our proprietary information technology platform interfaces with QualComm™ satellite tracking and two-way communication units installed in 100% of our owner-operator network. This gives

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us the ability to communicate with our owner operators on a real-time basis and allows them to respond almost instantaneously to requests for service in their location. It also allows us to pinpoint where each owner operator in our entire network is located within seconds, which is information our proprietary software can immediately synthesize to provide our customer service staff with up-to-the-minute information about the availability of equipment, specific equipment types, estimated pick-up times and the status of deliveries, which is also relayed to our customers. Knowing the precise location of each owner operator allows us to reposition our network to high business concentration areas, assuring optimal utilization of our network. We also go beyond traditional on-board technologies to offer a variety of value-added, technology-based services, including untethered trailer tracking, dispatch and live web connect/disconnect notifications, dispatch and live web temperature tracking, dispatch and live temperature alerts when out of range, hard-wired and wireless panic systems, door sensors, driver in-cab temperature alerts, a driver turn-by-turn voice mapping system and a dispatch and web street level tracking of a load.

We use our information technology system to project where owner operators or third-party carriers will be needed based on historical trends, allowing us to predict expected “hot spots.” Our network optimization software allows us and our owner operators to view all current and statistically predicted demand across North America, as well as hours of service, destination preferences and other data to facilitate shipment planning and selection. This information allows our owner operators to place themselves in the most advantageous position for the next load. Our proprietary software also monitors owner-operator performance on a continual basis by recording safety records and on-time performance. The system can coordinate precise interchanges between owner operators and monitor compliance with hours-of-service rules to best match owner operators and third-party carriers with shipments and also takes into account destination preferences of our owner operators. In addition, our information technology system records all historical and pending transportation movements and can produce financial reports that are easily accessed by executive management. This includes both real-time and historical total shipments, revenue and profitability by customer and equipment type. We believe that the advanced combination of flexibility and analysis of our proprietary system is the key differentiator in both the level of service we provide to our customers and the overall experience of our owner operators. We also offer a web-based application for our owner operators, where we provide tools to help them manage their business, including on-time percentages, revenues per mile and related data.

We rely on a combination of trademark, copyright, trade secret and other intellectual property laws, as well as confidentiality agreements, non-disclosure agreements, and other contractual provisions to protect our intellectual property. We have applied in the United States for registrations of a limited number of trademarks and copyrights, some of which have been registered. To date, we have not pursued patent protection for our proprietary information technology platform and do not have issued patents or pending patent applications. We will continue to evaluate the registration of additional trademarks, copyrights and other intellectual property rights as applicable.

We endeavor to enter into agreements with our employees, independent contractors, and with third parties with which do business in order to limit access to, and the disclosure of, our proprietary and confidential information. We cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property. See “Risk factors—If we are unable to protect confidentiality of our unpatented proprietary information and technology, our business could be adversely affected.”

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Owner operators

Owner operators are individuals or teams who own, operate and maintain the cargo vans, straight trucks and tractor trailers comprising our ground network. Approximately 16% of our owner operators have fleets of multiple vehicles dedicated to us. As of June 30, 2010, we contracted with our exclusive owner operators for approximately 1,075 vehicles.

Owner operators

Attracting and retaining owner operators is critical to the execution of our ground services, which is a major component of our overall business plan. Owner operators provide the bulk of our ground services and generated approximately 69% of our revenues in the first six months of 2010. Unlike conventional owner-operator models that emphasize maximizing miles, we offer potential owner operators high per-mile pay and longer equipment life. An important distinguishing feature of our financial package is a rate paid per loaded mile, in contrast to many of our competitors who pay their drivers based on a percentage of revenue generated by each delivery. Revenues based on a per mile rate provides our owner operators with more certainty and transparency as to their receivables. In addition, we believe that the nature of our business allows for a more lucrative financial structure to our owner operators and that the per mile rate paid to our owner operators is substantially higher than the pay rate at traditional truckload carriers, as well as higher than those of our competitors in the expedited ground transportation market who compensate on a miles-driven basis. Because we provide a higher rate per mile than our competitors, with the potential for our owner operators to earn higher revenues with fewer miles driven, we believe we have a better ability to recruit and retain productive owner operators, which in turn enables us to achieve high levels of customer service and reliability.

The driver shortage in the trucking industry has made it imperative that we continue our efforts to become the preferred company for owner operators. We believe that we have a favorable retention rate in an industry that is known for its high turnover rates, which we believe is due in part to our focus on owner operator relations. We also recently created a tractor transition team to focus on turnover of owner operators within 90 days, which is typically when a large level of turnover has historically occurred. Our owner operators as of June 30, 2010 averaged 2.9 years with us, —an improvement from an average of 1.9 years as of December 31, 2005. Our owner-operator managers, transition managers and relations managers function as the primary point of contact for our owner operators and are trained to focus on owner operators’ quality of life issues and maintaining good relations with our owner operators. We have implemented our “HomeTyme” program which recognizes the need for owner operators to have undisturbed time at home. We also use our corporate buying power to obtain favorable rates for insurance and maintenance on behalf of our owner operators. We have dedicated facilities at our corporate headquarters to provide training and provide owner-operator services, where we not only house our owner-operator relations staff, but have a fully operational training center, a health clinic, an owner-operator lounge and other facilities dedicated to the safety and training of our owner operators.

Owner operators are responsible for all expenses of owning and operating their equipment, including fuel, required levels of insurance, maintenance, fuel taxes, highway use taxes and debt service. We charge fuel surcharges to our customers for fuel costs in excess of specified rates, reset weekly, which we pass on to our owner operators in addition to their standard pay rates per mile. We enter into annual contracts with our owner operators that renew automatically

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absent notice of cancellation and are terminable on short notice. Our contracts require that any vehicle operated under our logo be operated exclusively for us. We do not provide equipment financing to our owner operators or fleet owners. Each owner operator must meet company-wide safety record requirements and must pass a federally mandated drug screen and physical exam before being contracted with.

Fleet owners

We value strong relationships with our fleet owners. We often assist our fleet owners in locating drivers to fill empty trucks as part of our general driver recruitment strategy at no cost to the fleet owner. We believe that fleets held by one owner are an important and stable part of our business model. We have identified a number of characteristics associated with success by these small business owners and we actively recruit additional fleet owners from this population.

Our third-party carrier network

Our third-party carrier network consists of cartage agents, smaller expedited carriers, air freight carriers, and ocean shipping lines. We select carriers based on their ability to serve our customers effectively with respect to price, technology capabilities, geographic coverage and quality of service. We maintain the quality of our carrier network by obtaining documentation to ensure each carrier is properly licensed and insured and has an adequate safety rating. We continuously monitor these qualifications with the use of technology and our internal audit function. In addition, we continuously collect information on the carriers in our network regarding capacity, pricing trends, reliability, quality control standards and overall customer service. We believe this quality control program helps ensure that our customers receive seamless, high-quality customer service.

Our ability to attract new carriers to our network and maintain good relationships with our current carriers is critical to our success. We allocate shipments to third-party ground carriers when the shipment does not fit our owner-operator capacity or the customer (or we) select a third-party solution based on our network optimization criteria.

We are not dependent on any one carrier and our most utilized outside carrier represents only 2.7% of our total purchased transportation expense in 2009.

Employees

As of June 30, 2010, we had 384 employees, none of which was covered under a collective bargaining agreement.

Competition

Panther’s competitive landscape is highly fragmented. While there are few premium freight logistics providers that offer our same combination of technology-enabled time-sensitive and service-critical freight solutions, we still compete with other service providers that offer one or more of our services and the competition within these markets is intense. We compete against other non-asset based logistics companies as well as asset-based logistics companies. These include freight forwarders that dispatch shipments via asset-based carriers, smaller expedited carriers, integrated transportation companies that operate their own aircraft and trucks, cargo sales agents and brokers, internal shipping departments at companies that have substantial

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transportation requirements, associations of shippers organized to consolidate their members’ shipments to obtain lower freight rates and smaller niche service providers that provide services in a specific geographic market, industry or service area. Quality of service, technological capabilities and industry expertise are critical differentiators. In particular, companies with advanced technological systems that offer optimized shipping solutions, real-time visibility of shipments, verification of chain of custody procedures and advanced security carry significant operational advantages and create enhanced customer value. In addition, we believe that as supply chains become more geographically complex and diverse, carriers that are able to offer broader geographic coverage stand to gain over other providers.

Regulation

We are subject to various laws, rules and regulations and are required to obtain and maintain various licenses and permits in the operation of our business, some of which are difficult to obtain.

During 2010, the FMCSA will launch a new compliance and enforcement initiative known as Comprehensive Safety Analysis 2010 or CSA 2010. The stated goal under CSA 2010 is to achieve a reduction in large truck and bus crashes, injuries and fatalities. The FMCSA will use a comprehensive measurement system of all safety-based violations found during roadside inspections, weighing such violations by their relationship to crash risk. CSA 2010’s data analysis expands on the previous system utilized by the FMCSA and covers more behavioral areas specifically linked to crash risk such as unsafe or fatigued driving, driver fitness, controlled substances, crash history, vehicle maintenance and improper loading. Safety performance information will be accumulated to assess the safety performance of both carriers and drivers. Safety scores will be published each month and, consequently, each trucking company’s safety ranking could rise or fall each month. The CSA 2010 implementation date is set for late 2010 through mid-2011, although it is operational for a large portion of motor carriers in nine test states. As a result of CSA 2010, certain current and potential owner operators may no longer be eligible to drive for us and our fleet could be ranked poorly as compared to our peer firms. A reduction in eligible drivers or a poor fleet ranking may result in difficulty attracting and retaining qualified owner operators and could cause our customers to direct their business away from us and to carriers with higher fleet rankings, which would adversely affect our results of operations.

Our owner operators also must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours of service. Such matters as weight and equipment dimensions also are subject to governmental regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions, drivers’ hours of service, ergonomics, on-board reporting of operations, collective bargaining, security at ports and other matters affecting safety or operating methods. The DOT is currently engaged in a rulemaking proceeding regarding drivers’ hours of service and the result could negatively impact our owner operators’ utilization of their equipment. Other agencies, such as the EPA and the DHS, also regulate our operations and owner operators. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs. Higher costs incurred by us or by our suppliers who pass the costs onto us through higher prices could adversely affect our results of operations.

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The TSA has adopted regulations that require a determination by the TSA that each driver who applies for or renews his or her license for carrying hazardous materials is not a security threat. This could reduce the pool of drivers, which could require us to increase owner-operator compensation, limit our growth or turn away customers. These regulations also could complicate the matching of available equipment with hazardous material shipments, thereby increasing our response time on customer orders and our owner-operators’ non-revenue miles. As a result, it is possible we may fail to meet the needs of our customers or may incur increased expenses to do so.

From time to time, various federal, state, local or foreign taxes may be increased, including taxes on fuel. We cannot predict whether, or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our profitability.

Our air freight business in the United States is subject to regulation as an indirect air carrier by the TSA and the DOT. Our indirect air carrier security program is approved by, and we believe we are in compliance with, the applicable TSA regulations.

Our ocean transportation business in the United States is subject to regulation by the FMC. The FMC licenses intermediaries (combined ocean freight forwarders and NVOCCs). Indirect ocean carriers are subject to FMC regulation under the FMC’s tariff publication and surety bond requirements and under the Shipping Act of 1984 and the Ocean Reform Shipping Act of 1998, particularly those terms prescribing rebating practices. For ocean shipments not originating or terminating in the United States, the applicable regulations and licensing requirements typically are less stringent than those that originate and terminate in the United States.

Our international operations are impacted by a wide variety of U.S. government regulations. These include regulations of the U.S. Department of State, U.S. Department of Commerce and the U.S. Department of Treasury. Regulations cover matters such as what commodities may be shipped to what destination and to what end-user, unfair international trade practices and limitations on entities with which we may conduct business. As we continue to expand our international operations, we will be subject to highly complex and detailed customs laws and regulations and export and import controls.

Transportation-related regulations are greatly affected by U.S. national security legislation and related regulatory initiatives and remain in a state of flux. We believe we are in substantial compliance with applicable material regulations and that the costs of regulatory compliance have not had a materially adverse impact on our operations to date. However, our failure to comply with the applicable regulations or to maintain required permits or licenses could result in substantial fines or revocation of our operating permits or licenses. We cannot predict the degree or cost of future regulations on our business. If we fail to comply with applicable governmental regulations, we could be subject to substantial fines or revocation of our permits and licenses.

Environmental matters

We are subject to a broad range of federal, state, local and foreign environmental, health and safety laws and regulations, both criminal and civil, enforced by such agencies as the Pipeline and Hazardous Materials Safety Administration, the Occupational Safety & Health Administration and the EPA, including regulations governing discharges into the air and water, the handling and disposal of solid and hazardous material and the shipment of explosive or illegal substances. In the course of our operations, we may be asked to transport or to arrange for the transportation

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of substances defined as hazardous under applicable laws. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we transport or arrange for the transportation of hazardous or explosive materials in violation of applicable laws or regulations, we may be subject to cleanup costs and liabilities including substantial fines, civil penalties or civil and criminal liability, as well as bans on making future shipments in particular geographic areas, any of which could have a materially adverse effect on our business and operating results. In the event we are found not to be in compliance with applicable environmental, health and safety laws and regulations, we could be subject to large fines, penalties or lawsuits and face criminal liability. In addition, if any damage or injury occurs as a result of our transportation of hazardous, explosive or illegal materials, we may be subject to claims from third parties and bear liability for such damage or injury.

EPA regulations further limiting exhaust emissions became more restrictive in 2010. On May 21, 2010, President Obama signed an executive memorandum directing the NHTSA and the EPA to develop new, stricter fuel efficiency standards for heavy trucks, beginning in model year 2014. In December 2008, California adopted new performance requirements for diesel trucks, with targets to be met between 2011 and 2023 and California also has adopted aerodynamics requirements for certain trailers. Regulation or legislation related to climate change that potentially imposes restrictions, caps, taxes or other controls on emissions of greenhouse gas also could adversely affect our operations and financial results. Federal and state lawmakers have proposed potential limits on carbon emissions under a variety of climate-change proposals. Compliance with such regulations could increase the cost of new tractors, impair equipment productivity and increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel engines and the residual values of these vehicles, could adversely affect our business or operations and those of our owner operators.

In order to reduce exhaust emissions, some states and municipalities have begun to restrict the locations and amount of time where diesel-powered tractors, such as those used in our operations, may idle. These restrictions could alter our owner-operators’ behavior, force them or us to purchase on-board power units that do not require the engine to idle or face a decrease in productivity.

Properties

Our corporate headquarters and the majority of our operations are located in Seville, Ohio, a suburb of Cleveland. We also have five sales and operations offices located in Elk Grove Village, IL, Rancho Cordova, CA, Kent, WA, Hayward, CA, and Hawthorne, CA. All of our locations are leased. We believe that substantially all of our property is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet our current needs.

Safety and insurance

Safety

We take pride in our safety-oriented culture and our safety record consistently exceeds the industry average. For the past 18 years, we have successfully responded to safety issues unique to an owner-operator fleet and implemented continuing safety programs throughout our organization. As members of the ATA’s Highway Watch, we train our owner operators to identify threats and minimize risk. Our owner operators certify that their vehicles are in compliance with

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FMCSA regulations before they join our fleet and throughout their service while driving for us. In response to CSA 2010, we have stepped up our entire safety program to assure continued excellence and to assure compliance with forthcoming changes in federal regulations. More specifically, we are:

• reviewing all carrier and owner-operator data;

• educating all employees and owner operators regarding our safety policies and the impact of CSA 2010;

• reviewing equipment and driver qualifications to comply with CSA 2010 and its seven categories; and

• collecting additional information before bringing on new owner operators.

We have a “satisfactory” safety rating from the FMCSA, which is the highest rating by that agency.

Insurance

We have a comprehensive risk management program with an emphasis on prevention. We self-insure for a significant portion of our claims exposure and related expenses. The deductibles, maximum benefits per claim, and other limitations on our principal insurance programs are as follows:

• trucker’s liability—$5.0 million of coverage per occurrence and subject to a $750,000 self-insured retention, plus an excess coverage of $25.0 million per occurrence and in the aggregate, plus an additional $20.0 million per year in the aggregate;

• general liability—$2.0 million of aggregate coverage plus the excess coverage of $25.0 million per occurrence and in the aggregate and the additional $20.0 million per year in the aggregate described above;

• cargo damage and loss—$3.0 million limit per truck or trailer with a $5.0 million limit per occurrence, subject to a $10,000 deductible for all perils;

• property damage—limits vary by location and type of property and are generally, subject to a $10,000 deductible;

• workers compensation/employers liability—statutory coverage limits; employers liability of $1.0 million each accident for bodily injury by accident and disease, with no deductible; and

• directors and officers employment practices liability—primary policy with a $10.0 million limit and a $50,000 deductible;

While under dispatch and furthering our business, our owner operators are covered by our liability coverage and subject to self-insured retentions. However, each owner operator is responsible for physical damage to his or her own equipment, occupational accident coverage, and in the case of fleet operators, any applicable workers’ compensation requirements for their employees.

Legal proceedings

The nature of our business routinely results in litigation, primarily involving claims for personal injury and property damage incurred in the transportation of freight. We believe all such litigation is adequately covered by insurance or otherwise reserved for and that adverse results in one or more of those cases would not have a materially adverse effect on our financial condition, operating results and cash flows.

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Management

Executive officers and directors

The following table sets forth the names, ages and positions of our executive officers and directors as of July 31, 2010:

Name	Age	Position
Andrew C. Clarke	39	Director, President and Chief Executive Officer
R. Louis Schneeberger	55	Chief Financial Officer and Treasurer
Edward R. Wadel	45	Chief Information Officer
James M. Adams	40	Executive Vice President, Sales and Marketing
Allen H. Motter	45	Vice President, Legal and Risk
Daniel K. Sokolowski	45	Chairman of the Board and Director
Hans O. Allegaert	36	Director
John Q. Anderson	57	Director
Robert J. Clanin	66	Director
Raymond B. Greer	46	Director
Marc A. Kramer	41	Director
Peter D. Lamm	58	Director
Edward M. Straw	69	Director

Andrew C. Clarke has been a member of our Board of Directors since June 2007, has served as our President since May 2006 and was appointed as our Chief Executive Officer in April 2007. Prior to joining us, Mr. Clarke spent five years (April 2001—May 2006) as the Senior Vice President, Chief Financial Officer and Treasurer of Forward Air Corporation, a non-asset based provider of time-definite ground transportation services to the air cargo industry where he also served as a director. From March 2000 to April 2001, Mr. Clarke held a number of management positions with Forward Air Corporation. From August 1998 to March 2000, Mr. Clarke was an investment banker with Deutsche Banc Alex Brown in the Global Transportation Group. Mr. Clarke was elected in 2010 to serve as a director of Blount International, Inc., a publicly traded international industrial company manufacturing and marketing parts and accessories for chainsaws, concrete-cutting equipment and various lawn and garden products. Mr. Clarke served as a director of Pacer International, Inc., a publicly traded company engaged in third-party logistics services, from 2005 to August 2009. Mr. Clarke received his B.S.B.A. from Washington University in St. Louis and his M.B.A. from the University of Chicago. We believe Mr. Clarke’s qualifications to serve on our Board of Directors include his other directorships and his leadership positions with Forward Air Corporation, which have given him familiarity and experience with applicable laws and regulations governing the preparation of SEC filings. Mr. Clarke’s executive experiences also have prepared him well to respond to complex financial and operational challenges and have provided him with extensive knowledge of our industry.

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R. Louis Schneeberger has served as our Chief Financial Officer and Treasurer since March 2010. From August 2009 to March 2010, Mr. Schneeberger was a consultant at Qorval. From July 2007 to July 2009, Mr. Schneeberger was Operating Partner and Managing Director of Knowledge Investment Partners, a private equity firm focused on the education sector. From November 2005 to June 2007, Mr. Schneeberger served as Chief Financial Officer for Austin Powder Company, an international distributor and producer of explosive products. From February 2004 to November 2005, Mr. Schneeberger served as Chief Financial Officer for OM Group, a producer and marketer of value-added, metal-based specialty chemicals and related products. From July 1987 to April 2000, Mr. Schneeberger served as Executive Vice President, Chief Financial Officer, board member and owner of Olympic Steel, Inc. during its growth from a small private company to a large public company. Mr. Schneeberger also served as Chairman of the Board and Audit Committee of Royal Appliance Manufacturing Company from July 1995 until its sale in April 2003. Mr. Schneeberger served as a director for Peco II, Inc., a telecommunications company, from November 2003 until its sale in April 2010. Since November 2009, Mr. Schneeberger has served as a director of Energy Focus, Inc., a leading provider of turnkey energy-efficient lighting solutions. Mr. Schneeberger also serves as a director of Libra Industries, Anderson-Dubose Company, JumpStart Inc. and The Cleveland Leadership Center. Mr. Schneeberger began his career with Arthur Andersen, focusing on auditing and mergers and acquisitions with an emphasis on public companies, where he worked for ten years (1977 to 1987). Mr. Schneeberger holds a Bachelor of Business Administration degree in Accounting from Kent State University and is a Certified Public Accountant (inactive).

Edward R. Wadel has served as our Chief Information Officer since May 2006. Before assuming his current position, Mr. Wadel served as our Vice President of Information Technology beginning in February 2006. In August 2002, Mr. Wadel started his own consulting company, Fusion Software, Inc. where he worked with us in the capacity of an onsite consultant and was accepted as an integral part of the senior management team, before formally joining the Panther senior management team as an employee in 2006. Mr. Wadel has worked or consulted for BP Oil, Timken-Latrobe Steel and Tillinghast. Mr. Wadel has been engaged in the IT consulting business since 1987 and has more than 20 years of experience in the field. Mr. Wadel holds a B.S. degree in Computer Science from Eastern Michigan University.

James M. Adams has served as our Executive Vice President of Sales and Marketing since October 2006. Throughout his career, Mr. Adams has successfully combined in-depth quantitative analysis with practical business experience to develop leading-edge products and services, implement best-in-class operations and launch winning marketing and sales initiatives. From April 2005 to September 2006, Mr. Adams was Director of Product Development at Brunswick Corporation, a Fortune 500 Company headquartered in Lake Forest, Illinois with a leadership position in the marine industry. His responsibilities included the oversight of global product launches for 30 marine business units, including Mercury Marine, Boston Whaler, SeaRay and Hatteras Yachts. From August 2002 to March 2005, Mr. Adams was Managing Director at Qorvis Communications in Washington, DC, where he provided sales and marketing consulting services to a number of blue-chip corporations, including Duke Energy, Microsoft, and IBM. From March 2000 to July 2002, Mr. Adams was Managing Partner of TwentyTen, a boutique investment bank serving venture capitalists, private equity funds and portfolio companies. From June 1998 to February 2000, Mr. Adams was a Management Consultant at Pittiglio Rabin Todd and McGrath (PRTM), a global management consulting firm serving Fortune 500 companies. There he helped clients re-organize their supply chains for competitiveness, profitability, and growth. Mr. Adams spent the first 6 years of his career at 3M, where he was responsible for implementing Lean

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Manufacturing, Just-In-Time and Six Sigma methodologies at facilities throughout North America and Europe. Mr. Adams received an M.B.A. from the University of Chicago Graduate School of Business and a B.S. in Mechanical Engineering with Honors from the University of Illinois in Urbana-Champaign.

Allen H. Motter has served as our Vice President of Legal and Risk since December 2009. From September 1993 to December 2009, Mr. Motter served as Senior Corporate Counsel & Assistant Secretary for YRC Worldwide, parent to many transportation companies including Roadway Express, USF Corporation and Yellow Transportation. During this tenure he served from 2004 to 2006 as General Counsel to New Penn Motor Express. Mr. Motter has served as an executive board member of the Transportation Lawyers Association for a two-year term from 2007 to 2008. Mr. Motter holds a J.D. from the University of Akron School of Law as well as a B.S. from Kent State University. In addition, Mr. Motter, as a distinguished military graduate of Army ROTC at Kent State University, has been serving in the Army Reserves for over 23 years. He has had various leadership assignments in Military Police, Judge Advocate and Special Operations units. He has been deployed to the Middle East and is a combat veteran. He has a Top-Secret Security Clearance and he currently holds the rank of Lieutenant Colonel. He has extensive experience in transportation security and governmental contracting.

Daniel K. Sokolowski has served as a member of our Board of Directors and Chairman since 1992 and currently serves as a member of the Audit Committee. Mr. Sokolowski founded our Company in 1992, served as our Chief Executive Officer until April 2007 and as our President from January 2000 until June 2005. From 1984 to 1992, Mr. Sokolowski worked at Eagle Expediting where he held a number of positions and ultimately oversaw daily operations. Mr. Sokolowski has partnered with Fenway Resources since 2005 when he sold a majority stake in Panther to Fenway Partners. We believe Mr. Sokolowski’s qualifications to serve on our Board of Directors include his significant leadership experience, his broad understanding of business operations, his extensive knowledge of our Company and his in-depth industry experience.

Hans O. Allegaert has served as a member of our Board of Directors since April 2009. Mr. Allegaert is a principal of Fenway Partners. Prior to joining Fenway in 2002, Mr. Allegaert was a Senior Manager in the Transaction Services Group at Ernst & Young. Mr. Allegaert serves on the boards of Preferred Freezer Services, LLC and Refrigerated Holdings, Inc. and previously served on the board of Targus Group International, Inc. Mr. Allegaert is a Certified Public Accountant and holds a B.S. in Business Administration from the University of California at Berkeley. We believe Mr. Allegaert’s qualifications to serve as a director include his background in finance and managing investments, as well as his experiences with analyzing financial statements.

John Q. Anderson has served as a member of our Board of Directors since June 2005. Mr. Anderson is the Chairman of Big Wheel Partners Inc., a Fenway affiliate that pursues and manages investments in the transportation and logistics industries in conjunction with Fenway. Prior to joining Fenway, Mr. Anderson was a senior executive with two railroads, Burlington Northern Santa Fe and CSX Transportation, where he was Executive Vice President for each. Prior to his railroad experience, Mr. Anderson was a partner with McKinsey & Co. for 13 years, working with clients on global strategy, logistics and mergers and acquisitions. Mr. Anderson received an M.B.A. from Harvard Business School and a B.S. from Stanford University in Mechanical Engineering. Since 2007, Mr. Anderson has been a Director of AbitbiBowater, Inc., a leading producer of newsprint and coated and specialty papers. Mr. Anderson’s qualifications to serve on our Board of Directors include his long career in the transportation industry, as well as past leadership positions and executive experience.

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Robert J. Clanin has served as a member of our Board of Directors since July 2010. Mr. Clanin served as Senior Vice President and Chief Financial Officer for United Parcel Service, Inc., or UPS, the world’s largest package distribution company, from 1994 until his retirement in January 2001. Mr. Clanin was responsible for all areas of finance and accounting during various times of his tenure at UPS, including tax, investor relations, mergers and acquisitions, reports and plans, real estate, SEC reporting, procurement, retirement plan investments, treasury and internal audit. Mr. Clanin also retired from the UPS management committee and the UPS Board of Directors in January 2001. Mr. Clanin also serves as a director of JetBlue Airways Corporation since 2007 and currently serves as Audit Committee chair for JetBlue. From March 2009 to the present, Mr. Clanin served as a director of Preferred Freezer Services, LLC. From 2001 to 2009, Mr. Clanin also served as a director of Caraustar Industries, Inc., a major manufacturer of 100% recycled paperboard and converted paperboard products. Within the past five years, Mr. Clanin also served as a director of John H. Harland Co. and Serologicals Corp. Mr. Clanin served as a director for CP Ships LTD from 2001-2007. Mr. Clanin is also a board member of the Annie E. Casey foundation and a trustee at Bradley University. Mr. Clanin’s qualifications to serve on our Board of Directors include business operations, finance and investment experience and risk management oversight.

Raymond B. Greer has served as a member of our Board of Directors since June 2006. From March 2005 to January 2010, Mr. Greer served as President and Chief Executive Officer of Greatwide Logistics Services, a non-asset based logistics and transportation services company. Greatwide and its senior lenders filed a Chapter 11 bankruptcy filing in October 2008 to restructure Greatwide’s debt and permit a purchase of the business. From December 2002 to March 2005, Mr. Greer served as President and Chief Executive Officer for Newgistics, Inc., an industry leader in reverse logistics solutions. Mr. Greer served as President of Global Network Solutions and Services for i2 Technologies, Inc., from February 2002 to November 2002. From July 2000 to February 2002, Mr. Greer served as Chairman and Chief Executive Officer of Esurg Corporation, a leading e-commerce provider for healthcare providers. Prior to July 2000, Mr. Greer served in senior management positions for Ryder and FedEx Corporation. From June 2005 to April 2007, Mr. Greer also served as a director of Kitty Hawk, Inc., an air cargo company. In August 2010, Mr. Greer was appointed to the board of DCT Industrial Trust, a public real estate investment trust. We believe Mr. Greer’s background in transportation and logistics, coupled with his experience as a senior executive, make him qualified to serve on our Board of Directors.

Marc A. Kramer has served as a member of our Board of Directors and our compensation and Audit Committees since June 2005. Mr. Kramer is a Managing Director of Fenway Partners. Prior to joining Fenway Partners in March 2002, Mr. Kramer was a Principal with Aurora Capital Group in Los Angeles from 1997 to 2002. Mr. Kramer spent five years with Aurora focused on pursuing consolidation strategies across middle-market manufacturing and distribution businesses. From 1995 to 1997, Mr. Kramer was a consultant with Corporate Decisions, Inc., a strategy consulting firm based in Boston. Mr. Kramer received an M.B.A. from Harvard Business School and a B.A. cum laude in Government from Dartmouth College. Mr. Kramer serves on the boards of Fastfrate Holdings, Inc., Preferred Freezer Services, LLC, Refrigerated Holdings, Inc. and Roadlink, Inc. Mr. Kramer’s qualifications to serve on our Board of Directors include his experience with equity and strategy firms, as well as his experience in the transportation and logistics industries.

Peter D. Lamm has served as a member of our Board of Directors since June 2005. Mr. Lamm is the Chairman and Chief Executive Officer of Fenway Partners, which he founded in 1994. He was previously a General Partner and Managing Director of the investment partnerships managed by

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Butler Capital Corporation from 1982 to 1994. Prior to joining Butler Capital in 1982, Mr. Lamm was involved in launching Photoquick of America Inc., a family business. Mr. Lamm serves on the boards of 1-800 Contacts, Inc., American Achievement Corporation, Coach America Holdings, Inc., Easton-Bell Sports, Inc., Fastfrate Holdings, Inc., Preferred Freezer Services, LLC, Refrigerated Holdings, Inc. and Roadlink, Inc. Mr. Lamm also is a board member and Vice Chairman of the United States Fund for Unicef. Mr. Lamm received a masters degree from the business school of Columbia University and a B.A. in English Literature from Boston University. We believe Mr. Lamm’s extensive experience with equity firms and managing investments, including co-founding Fenway over 15 years ago, qualifies him to serve on our Board of Directors.

Edward M. Straw has served as a member of our Board of Directors since June 2006. Mr. Straw has served as a strategic advisor to IBM Federal Services from 2006 to 2008. Mr. Straw also has served as Executive Vice President of PRTM Management Consultants, Inc., since April 2008. From 2000 to 2005, Mr. Straw served as President, Global Operations of the Estee Lauder Companies, a cosmetics, skin care and fragrance company, where he was head of global operations and supply chain management. From 1998 to 1999, he served as Senior Vice President of Supply Chain Management and Manufacturing at Compaq Computer Corporation and from 1997 to 1998, Mr. Straw served as President of Ryder Integrated Logistics Inc. Prior to joining the private sector, Mr. Straw had a 35 year career in the U.S. Navy, retiring as a three-star Vice Admiral in 1996. Mr. Straw also serves as Chairman of Odyssey Logistics and Technology and Document Capture Technologies, Inc. and on the Board of Directors of MeadWestvaco Corporation and Performance Equity Management, LLC. Mr. Straw was previously on the board of Eddie Bauer Holdings, Inc. and Ply Gem Holdings, Inc. Mr. Straw’s qualifications to serve on our Board of Directors include his many years of experience as an executive officer with specialization in logistics and transportation as well as his experience on other boards, which have provided him with key skills in working with other directors, understanding board processes and functions and overseeing management.

Board composition and leadership structure

Our amended and restated bylaws will provide that our Board of Directors will consist of no more than 12 and no less than six directors. The actual number of directors will be determined from time to time by resolution of a majority of our full Board of Directors. Our Board of Directors is currently comprised of nine directors of which three directors qualify as independent directors, under the corporate governance standards of the                      and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, or the Exchange Act. Within twelve months from the date of our listing, we intend for a majority of our Board of Directors to qualify as independent directors.

The positions of Chairman of the Board and Chief Executive Officer are presently separated. Mr. Sokolowski currently serves as our Chairman and Mr. Clarke currently serves as our President and Chief Executive Officer. We believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as the oversight responsibilities of the Board of Directors continue to grow. While our amended and restated bylaws and corporate governance guidelines, which will be effective upon completion of this

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offering, do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time.

Risk management and oversight

Our full Board of Directors oversees a company-wide approach to risk management, carried out by our management. Our full Board of Directors determines the appropriate risk for us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks.

While the full Board of Directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks as well as financial risks and, effective upon the consummation of this offering, also will be responsible for overseeing potential conflicts of interest. Effective upon the listing of our common stock on the             , our Nominating and Corporate Governance Committee will be responsible for overseeing the management of risks associated with the independence of our Board of Directors. Pursuant to the Board of Directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full Board of Directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board of Directors and its committees.

Committees of the Board of Directors

The standing committees of our Board of Directors consist of an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each of these committees will consistent entirely of independent directors following this offering.

Audit Committee

The Audit Committee:

• reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations and tracks management’s corrective action plans where necessary;

• reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

• reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and

• has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

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The Audit Committee currently consists of Messrs. Clanin (Chair and Audit Committee financial expert), Straw and Greer, each of whom qualifies as “independent” directors as defined under the rules of the              and Rule 10A-3 of the Exchange Act. The composition of the Audit Committee following the completion of this offering will comply with applicable SEC and              requirements.

Compensation Committee

The Compensation Committee:

• annually reviews corporate goals and objectives relevant to the compensation of our named executive officers and evaluates performance in light of those goals and objectives;

• approves base salary and other compensation of our named executive officers;

• oversees and periodically reviews the operation of all of our stock-based employee (including management and director) compensation plans;

• reviews and adopts all employee (including management and director) compensation plans, programs and arrangements, including stock option grants and other perquisites and fringe benefit arrangements;

• periodically reviews the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws; and

• approves corporate goals and objectives and determines whether such goals are met.

The Compensation Committee currently consists of Messrs. Kramer (Chair), Clanin, Greer, and Straw, each of whom (with the exception of Mr. Kramer) is a “non-employee” director as defined in Rule 16b-3(b)(3) under the Exchange Act and an “outside” director within the meaning of Section 162(m)(4)(c)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). Mr. Kramer intends to resign from this committee upon the completion of this offering and Mr. Greer will become Chairman. The composition of the Compensation Committee following the completion of this offering will comply with applicable SEC and              requirements.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee:

• is responsible for identifying, screening and recommending candidates to the Board of Directors for board membership;

• advises the Board of Directors with respect to applicable corporate governance principles; and

• oversees the evaluation of the Board of Directors and management.

Nominations of persons for election to the Board of Directors may be made by a stockholder of record on the date of the giving of notice as provided in our bylaws and such nominees will be reviewed by our Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee currently consists of Messrs. Straw (Chair), Clanin, Greer, Kramer and Sokolowski. Messrs. Kramer and Sokolowski intend to resign from this committee upon the completion of this offering. The composition of the Nominating and Corporate Governance Committee following the completion of this offering will comply with applicable SEC and              requirements.

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Corporate governance policy

Our Board of Directors has adopted a corporate governance policy to assist the Board of Directors in the exercise of its duties and responsibilities and to serve the best interests of us and our stockholders. A copy of this policy will be posted on our website prior to the consummation of this offering. These guidelines, which provide a framework for the conduct of the Board of Directors’ business, provide that:

• directors are responsible for attending board meetings and meetings of committees on which they serve and to review in advance of meetings material distributed for such meetings;

• the Board of Directors’ principal responsibility is to oversee and direct our management in building long-term value for our stockholders and to assure our vitality for our customers, clients, employees and the communities in which we operate;

• a majority of the Board of Directors shall be independent directors in compliance with applicable SEC and              requirements within twelve months from the date of our listing;

• our Nominating and Corporate Governance Committee is responsible for nominating members for election to our Board of Directors and will consider candidates submitted by stockholders;

• our Board of Directors believes that it is important for each director to have a financial stake in us to help align the director’s interests with those of our stockholders and, as such, our policy is to require our directors to own shares of our common stock, the fair market value of which must equal or exceed the lesser of (a) the fair market value of all of the shares of common stock granted to such director as compensation for his or her previous service as a director and (b) $100,000;

• although we do not impose a limit to the number of other public company boards on which a director serves, our Board of Directors expects that each member be fully committed to devoting adequate time to his or her duties to us;

• the independent directors meet in executive session on a regular basis;

• each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must consist solely of independent directors; and

• our Board of Directors and its committees will sponsor annual self-evaluations to determine whether members of the Board of Directors are functioning effectively.

In addition, our governance policy includes a resignation policy requiring sitting directors to tender resignations if they fail to obtain a majority vote in uncontested elections.

Code of ethics

The Audit Committee and our Board of Directors have adopted a code of ethics (within the meaning of Item 406(b) of Regulation S-K) that will apply to our Board of Directors, Chief Executive Officer, Chief Financial Officer, Controller, and such other persons designated by our Board of Directors or an appropriate committee thereof. The Board of Directors believes that these individuals must set an exemplary standard of conduct for us, particularly in the areas of accounting, internal accounting controls, auditing, and finance. The code of ethics sets forth ethical standards the designated officers must adhere to. The code of ethics will be posted to our website.

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Compensation committee interlocks and insider participation

Messrs. Kramer, Clanin, Greer, and Straw serve on our Compensation Committee. None of our executive officers serve as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Director compensation for 2009

The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year 2009.

Name	Fees earned or paid in cash ($)	Total ($)
Daniel K. Sokolowski	200,000	200,000
Marc A. Kramer	—	—
John Anderson	—	—
Raymond B. Greer	57,750	57,750
Edward M. Straw	61,500	61,500
Peter D. Lamm	—	—
Timothy P. Mayhew(1)	—	—
Hans Allegaert	—	—

(1) Mr. Mayhew resigned from the Board of Directors in July 2010 and Mr. Robert Clanin was elected to replace Mr. Mayhew.

Our directors were reimbursed for out-of-pocket expenses for attending Board of Directors and committee meetings.

Only non-employee directors who were not affiliated with our company or Fenway Partners and its affiliates were compensated for serving as a director. The difference in compensation between Messrs. Greer and Straw is based upon fees paid for attending board meetings. Mr. Sokolowski was paid more than the other directors because his compensation was a negotiated amount for serving as the Chairman of our board.

In July 2010, the Compensation Committee awarded 11,000 Cash Incentive Plan, or CIP, units to each of Messrs. Raymond Greer and Edward Straw and awarded 3,500 CIP units to Mr. Robert Clanin, our outside directors. Mr. Clanin received fewer CIP units than Messrs. Greer and Straw because he was elected to the Board of Directors in July 2010. See “Executive Compensation—Compensation decisions with respect to 2010” for additional detail with respect to CIP units.

Compensation of directors after this offering

Effective with this offering, the annual compensation for each director who is not employed by

us or Fenway Partners will be $100,000. This amount is payable $50,000 in cash and $50,000 in shares of our common stock, valued on the date of grant. Mr. Daniel K. Sokolowski will receive $100,000, all of which will be payable in cash as this was a negotiated term with Mr. Sokolowski. Because Messrs. Kramer, Lamm and Allegaert are affiliated with Fenway Partners, they will not receive any compensation for serving as a director until such time as Fenway Partners owns less

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than five percent of our outstanding common stock. Upon Fenway Partners owning less than five percent of our common stock, directors affiliated with Fenway will be entitled to receive the same compensation as other non-employee directors.

The chairman of the Audit Committee also will receive cash compensation of an additional $10,000 per year. The chairman of the Compensation Committee and the chairman of the Nominating and Corporate Governance Committee will each receive cash compensation of an additional $5,000 per year. We will not pay additional fees for attending meetings. Directors will also be reimbursed for out-of-pocket expenses for attending Board of Directors and committee meetings.

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Executive compensation

Compensation discussion and analysis

Overview and philosophy of compensation

The Compensation Committee of our Board of Directors, or Compensation Committee, oversees all compensation arrangements for our executive officers. The Compensation Committee is responsible for (1) reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, (2) evaluating the performance of our Chief Executive Officer in light of those goals and objectives and (3) determining and approving the compensation level of our Chief Executive Officer based upon that evaluation. The Compensation Committee is also responsible for annually reviewing the compensation of our other executive officers and determining whether that compensation is reasonable in light of applicable facts and circumstances. In making such determinations, the Compensation Committee seeks to ensure that the compensation of our executive officers aligns the executives’ interests with the interests of our stockholders. The Compensation Committee also reviews and approves all forms of deferred compensation and incentive compensation, including stock option grants, stock grants, restricted stock unit grants, and other forms of incentive compensation granted to our executive officers. The Compensation Committee takes into account the recommendations of our Chief Executive Officer in reviewing and approving the overall compensation of our executive officers other than our Chief Executive Officer. The Compensation Committee has not engaged, or received reports from, any third party compensation consultants.

We believe that the quality, skills and dedication of our executive officers are critical factors affecting our long-term value and success. Our primary executive compensation goals include attracting, motivating and retaining qualified executive officers who create long-term value for our stockholders. We seek to accomplish these goals by rewarding past performance, incentivizing future performance and aligning our executive officers’ long-term interests with those of our stockholders. Our compensation program is designed to reward our executive officers for individual performance, years of experience, contributions to our financial success and creation of stockholder value. Our compensation philosophy is to provide overall compensation levels that (1) attract and retain talented executives and motivate those executives to achieve superior results, (2) align executives’ interests with our corporate strategies, our business objectives and the long-term interests of our stockholders and (3) enhance executives’ incentives to maximize stockholder value. In addition, we strive to ensure that our compensation, particularly base salary compensation, is consistent with our constant focus on controlling costs.

Elements of compensation

Our compensation program for executive officers has two major elements, fixed and incentive compensation. The total compensation for executive officers, including the Named Executive Officers (as defined below), consists of one or more of the following components: (1) base salary, (2) incentive compensation, which may include a performance-based annual cash bonus, a discretionary annual cash bonus and long-term equity incentives in the form of stock options and other stock-based awards or grants, (3) other compensation, including specified perquisites, and (4) employee benefits, which are generally available to all of our employees.

The Compensation Committee is responsible for making and approving changes in the total compensation of our executive officers, including the mix of compensation elements. In making

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decisions regarding an executive’s total compensation, the Compensation Committee considers whether the total compensation is (1) fair and reasonable in the view of the Compensation Committee, (2) internally appropriate based upon our culture, goals, initiatives and the compensation of our other employees and (3) within a reasonable range of the compensation afforded by other opportunities, overall economic conditions and our recent historical performance. The Compensation Committee also bases its decisions regarding compensation upon its assessment of factors such as the executive’s leadership, integrity, individual performance, prospects for future performance, years of experience, skill set, level of commitment and responsibility required in the position, contributions to our financial results, the creation of stockholder value and current and past compensation.

In determining the mix of compensation elements, the Compensation Committee considers the effect of each element in relation to total compensation. Consistent with our need to control costs and our desire to recognize our executives’ performance where such recognition is warranted, the Compensation Committee has historically attempted to keep base salaries relatively low. The Compensation Committee specifically considers whether each particular element provides an appropriate incentive and reward for performance that sustains and enhances long-term stockholder value. The Compensation Committee also considers the tax consequences associated with each element of compensation, including whether the deductibility of compensation is expected to be limited under Section 162(m) of the Code. In determining whether to increase or decrease an element of compensation, we rely upon the business experience of the members of the Compensation Committee, the Compensation Committee’s general understanding of compensation levels at public companies and the historical compensation levels of our executive officers, and, with respect to executives other than our Chief Executive Officer, we consider the recommendations of our Chief Executive Officer. We generally do not rely on rigid formulas (although in the past we have set performance measures related to the vesting of stock options) or short-term fluctuations in business performance when setting compensation.

The following summarizes the compensation elements we used to motivate and retain our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for the fiscal year ended December 31, 2009 (collectively, the “Named Executive Officers”).

Base salary

We pay base salaries at levels that reward executive officers for ongoing performance and that enable us to attract and retain highly qualified executives, but not at levels that allow the executives to achieve the overall compensation they desire. Base salary is a critical element of our compensation program because it provides our executive officers with stability. Compensation stability allows our executives to focus their attention and efforts on our business objectives, which include the creation of stockholder value. In determining base salary, we consider the executive’s current salary and the executive’s qualifications and experience, including, but not limited to, the executive’s length of service with us, the executive’s industry knowledge and the executive’s leadership, integrity, scope of responsibilities, dedication to us and our stockholders, past performance and future potential for providing value to our stockholders. We do not formally benchmark salary or total executive compensation against the executive compensation of any other company or group of companies. From time to time, the Compensation Committee has considered the form and level of compensation disclosed by publicly-traded transportation

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and logistics companies and companies of similar size in general in order to obtain a broad understanding of such companies’ compensation practices. We set our base salaries at a level that allows us to pay a portion of an executive officer’s total compensation in the form of incentive compensation (including annual cash bonuses and long-term equity incentives) and perquisites. We believe this mix of compensation helps us incentivize our executives to maximize stockholder value in the long run. We consider adjustments to base salaries annually to reflect the foregoing factors but do not apply a specific weighting to such factors.

Incentive compensation

Performance-based and discretionary annual cash bonuses

The Compensation Committee has over the past few years established targets for performance-based cash bonuses. In addition to setting performance-based targets, the Compensation Committee has historically awarded discretionary cash bonuses. The key terms of our performance-based bonuses for 2009 and 2010 are described in additional detail below along with a description of our discretionary cash bonuses for 2009 in “Compensation paid to our named executive officers” and “Compensation decisions with respect to 2010.”.

Long-term incentives

The Panther Expedited Services, Inc. 2010 Omnibus Incentive Plan, or the Incentive Plan, is a broad-based equity plan that we use to, among other things, (1) provide annual incentives to executive officers in a manner designed to reinforce our performance goals, (2) attract, motivate and retain qualified executive officers by providing them with long-term incentives and (3) align our executives’ and stockholders’ long-term interests by creating a strong, direct link between executive pay and stockholder return. Our Incentive Plan allows the Compensation Committee to link compensation to performance over a period of time by using equity-based awards (which often value a company’s long-term prospects) and granting awards that have multiple-year vesting schedules. Awards with multiple-year vesting schedules, such as restricted stock grants, provide balance to the other elements of our compensation program that otherwise link compensation to annual performance. Awards with multiple-year vesting schedules create incentives for executive officers to increase stockholder value over an extended period of time because the value received from such awards is based on our future stock price. Such awards also incentivize executives to remain with us over an extended period of time. Thus, we believe our Incentive Plan is an effective way of aligning the long-term interests of our executive officers with those of our stockholders.

The Incentive Plan authorizes the grant of stock options, stock appreciation rights, stock awards, restricted stock unit awards, performance awards, cash awards and any other award that is convertible into or otherwise based on our common stock, or any combination of the foregoing. Awards under our Incentive Plan may be paid in cash, shares of common stock, a combination of cash and shares of common stock, or in any other permissible form, as the Compensation Committee determines. All awards granted under the Incentive Plan are evidenced by an award notice that specifies the type of award granted, the number of shares of common stock underlying the award, if applicable, and all terms governing the award. Payment of awards may include such terms, conditions, restrictions and/or limitations, if any, as the Compensation Committee deems appropriate, including, in the case of awards paid in shares of common stock, restrictions on transfer of such shares and provisions regarding the forfeiture of such shares under certain circumstances.

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The Compensation Committee considers several factors when determining awards to be granted to our executive officers, including (1) the recommendations of our Chief Executive Officer (for awards to other executive officers), (2) how the achievement of certain performance goals will help us improve our financial and operating performance and generate long-term value for our stockholders, (3) the value of the award in relation to other elements of total compensation, including the number of options currently held by the executive and the number of options granted to the executive in prior years, (4) the executive’s position, scope of responsibility, ability to affect our financial and operating performance, ability to create stockholder value and historic and recent performance, (5) the impact of awards on retention and (6) the effect of the terms of the awards on corporate risk.

We have historically granted stock options that have a multiple-year vesting schedule, which schedule is subject to acceleration based upon the occurrence of certain events. In 2006 and 2007, we granted performance-based options to our Named Executive Officers, which vest based on the achievement of certain financial targets. See “Outstanding equity awards at fiscal year-end” for the vesting schedule of outstanding stock options held by our Named Executive Officers and see “Potential payments upon termination or change in control” for additional detail with respect to the acceleration of the vesting schedule of outstanding stock options held by our Named Executive Officers.

Other compensation

We provide our Named Executive Officers with certain other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. We believe that these benefits generally allow our executives to work more efficiently. The costs of these benefits generally constitute only a small percentage of each executive’s total compensation. In setting the amount of these benefits, the Compensation Committee considers each executive’s position and scope of responsibilities and all other elements of the executive’s compensation.

Employee benefits

Our Named Executive Officers are eligible to participate in all of our employee benefit plans, such as our 401(k) Plan and medical, dental and group life insurance plans, in each case on the same basis as our other employees.

Compensation paid to our named executive officers

Compensation paid to our Chief Executive Officer

Mr. Andrew C. Clarke has served as our President since 2006 and as our Chief Executive Officer since 2007. For 2009, the Compensation Committee determined that Mr. Clarke’s $325,000 base salary was consistent with our financial performance and general economic factors and therefore chose to not increase Mr. Clarke’s salary during 2009. In 2009, Mr. Clarke received a discretionary cash bonuses aggregating $145,000, of which $125,000 was in recognition of Mr. Clarke’s service during 2008 and $20,000 was in recognition of Mr. Clarke’s service during 2009. The Compensation Committee awarded the discretionary cash bonuses in recognition of Mr. Clarke’s leadership in continuing to diversify our business and expand our services despite the economic recession, as well as successful negotiation of an amended credit agreement during 2009.

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For 2009, the Compensation Committee also approved a performance-based bonus opportunity under which Mr. Clarke was eligible to receive a cash bonus of up to 75% of his base salary upon our achievement of Adjusted EBITDA equal to or greater than $17.8 million. The percentage of salary assigned to Mr. Clarke’s potential cash bonus was based on the Compensation Committee’s evaluation of (1) the magnitude of Mr. Clarke’s ability to impact our corporate performance based on his responsibilities, (2) the composition of Mr. Clarke’s total compensation package and (3) our long-term financial goals. The performance target for Mr. Clarke was the same performance target that the Compensation Committee established for our other Named Executive Officers as discussed in additional detail below. Because we failed to achieve the performance target for 2009, the Compensation Committee did not award a performance-based cash bonus to Mr. Clarke for 2009. The difference between the bonus paid for 2008 and 2009 was primarily related to our financial performance for the respective years.

Compensation paid to our other named executive officers

For our Named Executive Officers other than our Chief Executive Officer, the form and amount of compensation was recommended by our Chief Executive Officer and approved by our Compensation Committee. In evaluating the recommendations of the Chief Executive Officer, the Compensation Committee relied upon the business experience of its members, its general understanding of compensation levels of public companies and historical levels of compensation for our Named Executive Officers. For 2009, the form and amount of compensation paid to our Named Executive Officers was generally consistent with past years, with compensation consisting of base salary and a discretionary cash bonus. The Compensation Committee did not grant any stock options or other stock-based awards during 2009.

Mr. Roy Showman served as our Chief Financial Officer in 2009 through December 1, 2009, when he resigned. Similar to Mr. Clarke, the Compensation Committee determined that Mr. Showman’s base salary was consistent with our financial performance and general economic factors and therefore chose not to increase Mr. Showman’s salary during 2009. Because Mr. Showman was not employed by us at the end of 2009, the Compensation Committee did not consider or award a cash bonus to him for 2009. Mr. Showman received a $55,000 cash bonus during 2009 based upon his service during 2008, which included directing our financial performance during a challenging economic and operating environment and working to close a major acquisition in the second half of 2008. Upon his resignation (and consistent with our company policy) we paid Mr. Showman $10,529 for unused vacation time.

Mr. Edward R. Wadel has served as our Chief Information Officer since 2006. For 2009, upon the recommendation of our Chief Executive Officer, the Compensation Committee increased Mr. Wadel’s base salary to $215,000 from $182,500 in recognition of his continued enhancement of our complex, proprietary information systems platform and the benefits we receive from that platform. In 2009, Mr. Wadel received discretionary cash bonuses aggregating $70,000, of which $50,000 was in recognition of Mr. Wadel’s service and our performance during 2008 and $20,000 was in recognition of Mr. Wadel’s service and our performance during 2009. The Compensation Committee awarded the discretionary cash bonuses in recognition of Mr. Wadel’s leadership in integrating information technology systems across companies that we acquired and directing system resources towards productivity, revenue generation and security. The difference between the bonus paid for 2008 and 2009 was primarily related to our financial performance for the respective years.

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Mr. James Adams has served as our Executive Vice President of Sales and Marketing since October 2, 2006. For 2009, upon the recommendation of our Chief Executive Officer, the Compensation Committee increased Mr. Adams’ base salary to $225,000 from $182,500 in recognition of his continued development and improvement of our sales and marketing team. In 2009, Mr. Adams received a discretionary cash bonuses aggregating $95,000, of which $75,000 was in recognition of Mr. Adams’ service and our performance during 2008 and $20,000 was in recognition of Mr. Adams’ service and our performance during 2009. The Compensation Committee awarded the discretionary cash bonuses in recognition of Mr. Adams’ leadership in restructuring our sales organization, development of sales strategy and focus on opportunities that produced revenue despite the economic recession. The difference between the bonus paid for 2008 and 2009 was primarily related to our financial performance for the respective years.

Mr. Mike Clark served as our Executive Vice President of Operations since 2008. For 2009, upon the recommendation of our Chief Executive Officer, the Compensation Committee increased Mr. Clark’s salary to $245,000 from $220,000 in recognition of his continued improvement and development of our expanding operations. In 2009, Mr. Clark received a discretionary cash bonuses aggregating $70,000, of which $50,000 was in recognition of Mr. Clark’s service and our performance during 2008 and $20,000 was in recognition of Mr. Clark’s service and our performance during 2009. The Compensation Committee awarded the discretionary cash bonuses in recognition of Mr. Clark’s leadership in restructuring our operations and focus on opportunities to capture revenue and improve service and productivity during the economic recession. The difference between the bonus paid for 2008 and 2009 was primarily related to our financial performance for the respective years. Mr. Clark resigned in July 2010.

For 2009, the Compensation Committee also approved a performance-based cash bonus opportunity under which each named Executive Officer (other than our Chief Executive Officer) was eligible to receive a cash bonus of up to 50% of his base salary upon our achievement of Adjusted EBITDA equal to or greater than $17.8 million. Because we failed to achieve that performance target for 2009, the Compensation Committee did not award a performance-based cash bonus to any of our Named Executive Officers for 2009.

Separation, severance and change-in-control agreements

We have entered into employment agreements with our Named Executive Officers. The employment agreement for each Named Executive Officer sets forth the executive’s title with our company, establishes the executive’s base salary and provides for payments to the executive upon certain events related to separation, severance and change in control of our company. See “Potential payments upon termination or change in control” for additional information with respect to the triggering events for payments related to the employment agreements.

Compensation decisions with respect to 2010

On January 7, 2010, our Board of Directors approved the Panther Expedited Services, Inc. Cash Incentive Plan, or the CIP. Pursuant to the CIP, certain members of management are granted units that vest upon certain liquidity events. Upon an occurrence of a liquidity event, the unit holders are entitled to payments subject to the conditions set forth in the CIP. Pursuant to the CIP, on January 7, 2010, Mr. Andrew C. Clarke was awarded 275,000 CIP units, Mr. Wadel was awarded 90,000 CIP units, Mr. Adams was awarded 120,000 CIP units and Mr. Mike Clark was awarded 120,000 CIP units. Mr. Showman was not employed by us at the time the CIP units were issued.

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Mr. Mike Clark’s CIP units were forfeited when he resigned in July 2010. Mr. R. Louis Schneeberger joined us as Chief Financial Officer in March 2010 and was awarded 100,000 CIP units on March 15, 2010. Mr. Andrew C. Clarke received more CIP units than the other Named Executive Officers in recognition of his position as our President and Chief Executive Officer and of his enhanced ability to have an impact on our company in light of his position.

Upon a liquidity event (which includes a sale of all or substantially all of our assets, a sale of all of our common stock or a recapitalization of our stock ownership) each holder of CIP units is entitled to receive a cash payment, the amount of which will be based on factors such as the number of CIP units held by such person in relation to the total number of CIP units issued and outstanding, the net proceeds received by us as part of the liquidity event and our existing capital structure at the time of the liquidity event. The CIP units do not vest until there is a liquidity event (or the Board of Directors, in its discretion, decides to accelerate vesting). A Named Executive Officer must be employed by us at the time of the liquidity event to receive payment for his CIP units. If we consummate an initial public offering of our stock prior to a liquidity event and prior to January 7, 2020, all CIP units then outstanding will automatically convert to common stock, and such shares will be subject to certain resale restrictions as set forth in the CIP, including (a) restrictions imposed by applicable securities laws and (b) a percentage limit on the number of shares each such holder may resell, regardless of employment status, equal to the percentage of the total number of shares of the Company’s common stock resold by Fenway Partners and its affiliates as of any such date.

For 2010, the Compensation Committee also approved a performance-based cash bonus opportunity under which each Named Executive Officer (other than Andrew C. Clarke who is eligible to receive 75% of his base salary) is eligible to receive a cash bonus of up to 50% of his base salary upon our achievement of a specified financial target. The Compensation Committee also created specific parameters for awarding bonuses within certain incremental ranges of achievement of the performance target, subject to upward or downward adjustment in defined circumstances. The applicable percentage of the achieved performance target is then multiplied by the Named Executive Officer’s target bonus to determine the Named Executive Officer’s bonus. The following table sets forth a summary of the incremental levels of achievement of the performance target and the related percentage of the potential bonus associated with such achievement.

2010 Incremental Ranges of Performance Target
Adjusted EBITDA ($) (000s)	Percent of Bonus Opportunity Paid as Cash Bonus (%)
12,907	50
13,624	75
14,341	100
15,058	110
15,775	120
16,492	130
17,209	140
17,926	150

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Compensation programs and risk management

We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a materially adverse effect on us. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders.

Summary compensation table

The following table sets forth information concerning the total compensation earned by our Named Executive Officers for fiscal year 2009.

Name and principal position	Year	Salary ($)	Bonus ($)	All other compensation ($)	Total ($)
Andrew C. Clarke,	2009	325,000	145,000	—	470,000
Chief Executive Officer
Roy Showman,	2009	182,500	—	10,529	193,029
Chief Financial Officer(1)
Edward R. Wadel,	2009	215,000	20,000	—	235,000
Chief Information Officer
James Adams,	2009	225,000	20,000	—	245,000
Executive Vice President of Sales
Mike Clark,	2009	245,000	70,000	—	315,000
Executive Vice President of Operations(2)

(1) Mr. Showman resigned in December 2009 and our new Chief Financial Officer did not join us until March 2010. The “All Other Compensation” paid to Mr. Showman was for unused vacation time that was paid pursuant to our company policy upon Mr. Showman’s resignation.

(2) Mr. Mike Clark resigned in July 2010.

The initial base salary to be paid to each Named Executive Officer is set forth in the executive’s employment agreement and is then reviewed and adjusted, if applicable, on an annual basis. See the Compensation Discussion and Analysis for additional information with respect to the amounts paid to the Named Executive Officers for 2009.

Grants of plan-based awards in 2009

We did not grant any plan-based awards to our Named Executive Officers in 2009.

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Outstanding equity awards at 2009 fiscal year-end

The following table sets forth information concerning all outstanding equity awards held by our Named Executive Officers as of December 31, 2009.

		Option Awards
Name	Option Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date
Andrew C. Clarke	05/23/06	32,344	5,156	—	$	30.41	05/23/16
	02/27/07	6,469	1,031	—	$	30.41	02/27/17
	04/25/07	2,500	2,500	10,000	$	30.41	04/25/17
Roy Showman(1)	03/20/06	5,266	2,994	16,520	$	23.02	03/20/16
Edward R. Wadel	01/28/06	5,823	785	13,216	$	23.02	01/28/16
	03/20/06	1,425	227	3,304	$	23.02	03/20/16
	04/25/07	333	333	1,333	$	30.41	04/25/17
James Adams	10/02/06	2,997	1,137	8,267	$	30.41	10/02/16
	04/25/07	1,042	1,042	4,167	$	30.41	04/25/17
Mike Clark	07/14/08	5,250	8,750	—	$	30.41	07/14/18

(1) Mr. Showman resigned in December 2009 and our new Chief Financial Officer did not join us until 2010. Mr. Showman forfeited all of his options on January 30, 2010 (60 days after he retired).

(2) Mr. Clark will forfeit all of his options on September 14, 2010 (60 days after he retired) unless he exercises the options prior to such date.

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The following table describes the vesting schedule for each unexercised option listed in the Outstanding equity awards at 2009 fiscal year-end table.

Name	Option Grant Date	Option Award Vesting Schedule
Andrew C. Clarke	05/23/06	18.75% vested on December 31, 2006; 22.5% vested on each of December 31, 2007, 2008, and 2009; and 13.75% vested on May 23, 2010.
	02/27/07	18.75% vested on February 27, 2007; 22.5% vested on each of December 31, 2007, 2008, and 2009; and 13.75% vested on May 23, 2010.
	04/25/07	25% vested on each of April 25, 2008, 2009, and 2010; and 25% vests on April 25, 2011.
Edward Wadel	01/28/06	20.625% vested on December 31, 2006; 22.5% vested on each of December 31, 2007, 2008, and 2009; and 11.875% vested on July 28, 2010.
	03/20/06	18.75% vested on December 31, 2006; 22.5% vested on each of December 31, 2007, 2008, and 2009; 13.75% vests on September 6, 2010.
	04/25/07	25% vested on each of April 25, 2008, 2009, and 2010; and 25% vests on April 25, 2011.
James Adams	10/02/06	5% vested on December 31, 2006; 22.5% vested on each of December 31, 2007, 2008, and 2009; 22.5% vests on December 31, 2010; and 5% vests on April 2, 2011.
	04/25/07	25% vested on each of April 25, 2008, 2009, and 2010; and 25% vests on April 25, 2011.
Mike Clark	07/14/08	12.5% vested on December 31, 2008; 25% vested on December 31, 2009; 25% will vest on each of December 31, 2010 and 2011; and 12.5% vests on December 31, 2012.

Option exercises and stock vested in 2009

None of the Named Executive Officers exercised options during 2009 and no stock awards vested during 2009.

Pension benefits for 2009

We do not offer pension benefits to our Named Executive Officers.

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Nonqualified deferred compensation for 2009

The following table sets forth information as of December 31, 2009 with respect to the non-qualified deferred compensation plan in which our Named Executive Officers participate.

Name	Executive contributions in last FY ($)(3)	Aggregate earnings in last FY ($)	Aggregate withdrawals/ distributions ($)	Aggregate balance at last FYE ($)
Andrew C. Clarke	77,375	23,318	—	139,067
Roy Showman(1)	20,442	7,285	32,467	—
Edward R. Wadel	19,496	7,605	—	31,772
James Adams	—	—	—	—
Mike Clark(2)	48,558	15,894	—	78,737

(1) Mr. Showman resigned in December 2009 and our new Chief Financial Officer did not join us until 2010.

(2) Mr. Mike Clark resigned in July 2010.

(3) The amount contributed by each Named Executive Officer is also included in the Summary compensation table. A portion of each executive’s contribution was made from his salary and bonus. Mr. Andrew Clarke contributed $37,375 from his salary and $40,000 from his bonus. Mr. Roy Showman contributed $6,692 from his salary and $13,375 from his bonus. Mr. Edward Wadel contributed $6,996 from his salary and $12,500 from his bonus. Mr. Mike Clark contributed $36,058 from his salary and $12,500 from his bonus.

On October 1, 2007, we adopted our Executive Nonqualified Excess Plan, or our Deferred Compensation Plan. The Deferred Compensation Plan allows eligible participants, including our Named Executive Officers, to defer their annual base salary, discretionary cash bonus (and other discretionary awards) and performance-based compensation awards on a before-tax basis up to 100% of such compensation. In addition to being entitled to distributions from our Deferred Compensation Plan upon termination of employment, participants in our Deferred Compensation Plan may elect to have their account distributed to them upon their disability, change in control and unforeseeable emergencies.

Potential payments upon termination or change in control

Under certain circumstances in which a Named Executive Officer’s employment is terminated or

certain circumstances in which there is a change in control, (1) we may be obligated to continue to make payments to the affected Named Executive Officer, (2) certain outstanding unexercisable stock options granted to our Named Executive Officers under the Incentive Plan (including our predecessor plans) may become immediately exercisable upon the occurrence of the triggering event, notwithstanding that such stock options may not have otherwise been fully exercisable, and (3) the CIP units may vest and be redeemed.

In order to be eligible for such compensation, the Named Executive Officer must not have breached the terms of his employment agreement and must release our company from any claims that the executive may have against us. We believe that such payments and the acceleration of stock options and CIP units provide a level of stability to our executives that allow them to focus their attention and efforts on our business objectives, which includes creating stockholder value. We also benefit from such payments and acceleration pursuant to the release of claims and pursuant to the terms of the employment agreement, which prohibit an executive from participating in any entity or engaging in any activity that competes with us or any of our subsidiaries during the executive’s employment and for a period of one year after the executive’s

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employment terminates and imposes certain non-solicitation obligations on the executive during the same period of time.

In the event a Named Executive Officer’s employment is terminated because of death or disability or is terminated by us for cause (as defined in the employment agreement) or by the executive other than for good reason (as defined in the employment agreement), then such executive (or the executive’s beneficiaries, if applicable) are entitled to receive (1) the executive’s base salary earned but not paid through the date of termination, (2) pay for vacation time earned but not used through the date of termination, (3) any bonus compensation awarded but unpaid on the date of termination and (4) any unreimbursed business expenses (collectively, the “Final Compensation”).

In the event an executive’s employment is terminated by us other than for cause or the executive

terminates his employment for good reason, then, in addition to the Final Compensation, the

executive (other than Mr. Adams) (1) will, for a period of twelve months following the date of

termination, receive base salary at the rate in effect for the officer at the time of termination of

employment and (2) will be reimbursed for insurance premiums related to medical and dental insurance (subject to any employee contributions applicable to active employees) for one year

following his termination of employment if the executive was at the time of termination a

participant in our medical and dental program and elects to continue participation for himself

and his eligible dependants in those plans under the federal law known as “COBRA” (together,

the “Severance Payments”). Mr. Adams will only receive Severance Payments for a period of six months following the date of termination.

Each of Mr. Andrew Clarke’s and Mr. James Adams’ employment agreement provides that he is

entitled to receive, as part of his Final Compensation (unless his employment is terminated by us

for cause of by him other than for good reason), the pro rata portion of his target bonus under

our annual incentive plan through the date of termination of employment. We believe that this

additional payment to Mr. Andrew Clarke is reasonable based upon his position, scope of

responsibility, ability to affect our results and ability to create stockholder value. The inclusion of the additional bonus to be paid to Mr. Adams was a negotiated term that was agreed to when

Mr. Adams commenced employment with us.

Each of Mr. Schneeberger’s (our current Chief Financial Officer) and Mr. Wadel’s employment agreement provides that if he terminates his employment for any reason, he will receive his Final Compensation, which was a negotiated term that was agreed to when each of Mr. Schneeberger and Mr. Wadel commenced employment with us.

All CIP awards are forfeited if any recipient ceases to be employed by us for any reason.

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The cash payment that would have been paid to our Named Executive Officers in the event an executive’s employment was terminated by us other than for cause or the executive terminated his employment for good reason on December 31, 2009 and the estimated value of stock options that would have been awarded to and vested for our Named Executive Officers if a change in control occurred on December 31, 2009 is set forth below in the table. The estimated payment related to the acceleration of the CIP payments is not included below because the CIP units were not awarded until 2010.

Name	Value of Accelerated Stock Options ($)(1)	Cash Payments ($)(2)
Andrew C. Clarke(3)	—	326,380
Roy Showman(4)	—	—
Edward R. Wadel(5)	—	220,640
James Adams(6)	—	114,180
Mike Clark(7)	—	248,300

(1) Based on our financial performance during 2009 compared to our financial performance during the years in which stock options were awarded to our Named Executive Officers, we determined that the exercise price for all outstanding stock options is above the market value of the underlying shares as of December 31, 2009. Thus, there is no value in the accelerated stock options as of December 31, 2009.

(2) In addition to the amounts set forth below, the Named Executive Officer would be entitled to receive a lump sum payment equal to the aggregate balance of his contributions and earnings to our Non-Qualified Compensation Plan as set forth in the Nonqualified deferred compensation table. We have not made any contributions to the Non-Qualified Compensation Plan. The Named Executive Officers are also entitled to receive this amount upon a change in control.

(3) This represents (i) $325,000 of severance that would be paid out over a period of twelve months and (ii) $1,380 that the executive would be entitled to receive as reimbursement for twelve months of COBRA-related expenses.

(4) Mr. Showman resigned December 1, 2009 and our new Chief Financial Officer did not join us until 2010. Upon his resignation, Mr. Showman was only entitled to receive his Final Compensation (which amount is included in the Summary compensation table).

(5) This represents (i) $215,000 of severance that would be paid out over a period of twelve months and (ii) $5,640 that the executive would be entitled to receive as reimbursement for twelve months of COBRA-related expenses.

(6) This represents (i) $112,500 of severance that would be paid out over a period of six months and (ii) $1,680 that the executive would be entitled to receive as reimbursement of six months of COBRA-related expenses.

(7) This represents (i) $245,000 of severance that would be paid out over a period of twelve months and (ii) $3,300 that the executive would be entitled to receive as reimbursement for twelve months of COBRA-related expenses.

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Certain relationships and related party transactions

Policies for approval of related party transactions

In connection with this offering, we intend to adopt a related party transactions policy pursuant to which our executive officers, directors and principal stockholders, including their immediate family members, will not be permitted to enter into a related party transaction with us without the consent of our Audit Committee. Under our related party transaction policy, a “Related Party Transaction” is any transaction, arrangement or relationship between us or any of our subsidiaries and a Related Person. A “Related Person” is any of our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock, any immediate family member of any of the foregoing persons and any firm, corporation or entity in which any of the foregoing persons is an executive officer, partner or principal or in a similar position in which such person has a 5% or greater beneficial ownership interest in such entity.

We describe below the transactions that have occurred in fiscal years, 2007, 2008, and 2009 and any currently proposed transactions, that involve our Company and exceed $120,000 and in which one of our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our stock or securities exchangeable for our stock or any immediate family member of any of the foregoing persons had or has a direct or indirect material interest.

Transactions that are expected to continue after this offering:

Stockholders agreement and registration rights

We are a party to an Amended and Restated Stockholders Agreement, or Stockholders Agreement, among certain of our stockholders, including Fenway Panther Holdings, LLC and Daniel K. Sokolowski. The Stockholders Agreement contains customary terms and conditions of agreements of this type, including agreements relating to the election of directors, restrictions on transfers, tag-along and drag-along rights, preemptive rights to participate in future equity issuances of the Company and options to purchase Company stock from certain management employees upon termination of their employment with us. Each of the foregoing provisions of the Stockholders Agreement will terminate upon completion of this offering in accordance with the terms of the Stockholders Agreement. The provisions of the Stockholders Agreement relating to registration rights with respect to shares of our common stock will continue in full force and effect. See “Registration Rights of Existing Stockholders” below and “Description of capital stock—Registration Rights” for a description of these registration rights.

Employment agreements with management

We have entered into employment agreements with Andrew C. Clarke, our President and Chief Executive Officer, Edward R. Wadel, our Chief Information Officer and R. Louis Schneeberger, our Chief Financial Officer. For more information regarding these agreements, see “Executive Compensation.”

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Fusion Software, Inc. services relationship

We are a party to a Services Agreement with Fusion Software, Inc. dated as of August 4, 2010 pursuant to which Fusion provides certain computer software design, development, maintenance, support and other services to us from time to time upon our request. Fusion is wholly owned by our Chief Information Officer, Edward R. Wadel. During 2009, 2008 and 2007, we paid Fusion approximately $237,000, $281,000 and $310,000 respectively, under the Services Agreement and a predecessor Services Agreement dated as of June 7, 2005. Ownership of all work product and intellectual property made, conceived, or reduced to practice by Fusion for Panther is the property of Panther and Fusion assigns all right, title and interest in and to such work product and intellectual property to Panther.

Transactions that are not expected to continue after this offering:

Limited guaranty

In April 2009, we and our subsidiaries entered into a forbearance agreement with Antares Capital Corporation, as administrative agent, and the lenders party to our Existing Credit Facility following certain covenant violations under the Existing Credit Facility. As a condition to the effectiveness of the forbearance agreement, Fenway Partners Capital Fund II, L.P., our indirect majority owner, entered into a limited guaranty in favor of Antares Capital Corporation on behalf of the lenders under the facility. Pursuant to the terms of the limited guaranty, Fenway Partners Capital Fund II, L.P. was required to unconditionally and irrevocably guaranty to the lenders, the full and prompt payment to Antares Capital Fund and the lenders of certain financial obligations of Panther Transportation, up to an amount of $5,000,000. This Limited Guaranty has been terminated pursuant to the most recent amendment to Panther Transportation’s Existing Credit Facility.

Note purchase agreement

We are a party to a Note Purchase Agreement under which Panther Transportation issued $25.1 million in aggregate principal amount of senior subordinated notes and we issued to the holders of these notes 325,791 shares of common stock for $7.5 million and 2,239 shares of preferred stock for $2.4 million. In addition, we repurchased 44,015 shares of our preferred stock for $47.2 million. In conjunction with the amendments to our Existing Credit Facility, we amended the Note Purchase Agreement and obtained an additional $10.1 million from certain “sponsor purchasers,” including our majority stockholder, Fenway Panther Holdings, LLC, our Chief Executive Officer and President, Andrew C. Clarke and Fast Cat Enterprises, LLC, or Fast Cat, an entity which Daniel K. Sokolowski, the current chairman of our Board of Directors, as the trustee of the Sokolowski Trust has voting control over, in the form of additional senior subordinated notes, or Additional Subordinated Notes.

The Additional Subordinated Notes are due on July 31, 2012 and incur interest at the rate of 17% per year. The original senior subordinated notes also were amended to incur interest at 17%. The Additional Subordinated Notes have warrants attached to purchase 502,689 shares of common stock at $.01 per share through 2019, including warrants issued to Fenway Panther Holdings, LLC, Mr. Clarke and Fast Cat, among others, as discussed below. Interest on all the senior subordinated notes is payable through an increase to the principal amount of the notes through December 31, 2010. After this date, we have the option to either pay the interest in cash or through an increase in the principal amount of notes. After January 1, 2011 interest payable

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on the notes in the amount of 12% must be paid in cash and interest payable on the notes in the amount of 5% may, at our option, be paid either in cash or through an increase in the principal amount of the notes.

Upon consummation of this offering, we intend to redeem all of our outstanding senior subordinated notes. The amount of principal outstanding under the notes as of June 30, 2010 is $46.50 million.

Warrants

In connection with the sale of Additional Subordinated Notes to Fenway Panther Holdings, LLC, Mr. Clarke and Fast Cat pursuant to our amended Note Purchase Agreement, we also issued warrants to Fenway Panther Holdings, LLC to purchase              shares of our stock in exchange for a purchase price of             , warrants to purchase              shares of stock for a purchase price of              to Mr. Clarke and warrants to purchase 56,176 shares of stock for a purchase price of              to Fast Cat. The warrants have an exercise price of              per share.

We expect that the holders of the warrants will exercise such warrants in connection with the offering. The warrant amounts set forth in this section have not been split adjusted.

Management agreement

We are a party to an Amended and Restated Management Advisory Agreement dated as of April 6, 2009, or the Management Agreement, with Fenway Partners, LLC, or Fenway Partners, an affiliate of our majority stockholder. Fenway Partners provides us with ongoing financial and other advisory and strategic planning services. For these services, the Management Agreement provides that Fenway Partners is entitled to receive an annual management fee equal to the greater of (1) $1.5 million per fiscal year or (2) 5.0% of EBITDA (as defined in the Management Agreement) for the immediately preceding fiscal year or such other amount as maybe agreed. Fenway Partners also is entitled to receive a fee for providing advice in connection with the negotiation and consummation of recapitalizations, restructurings, financings, refinancings, mergers, acquisitions, consolidations and dispositions (including without limitation the sale of all or a substantial portion of our assets or equity, however structured) not to exceed the greater of (1) $1.0 million and (2) 1.5% of the aggregate transaction value of such transaction (including the aggregate amount of all liabilities assumed in connection therewith), together with the reimbursement of all of Fenway Partners’ expenses incurred in connection with such a transaction or otherwise or behalf of us.

Beginning April 2009, we were prohibited under the terms of the forbearance agreement we entered into with the lenders of Panther Transportation’s Existing Credit Facility and subsequent amendment to the Existing Credit Facility to pay fees to Fenway (other than actual, reasonable, out-of-pocket expenses) until certain financial covenant thresholds were met. We incurred $1.5 million for management fees to Fenway Partners for each of the years ended December 31, 2009, 2008 and 2007 (amounts paid in 2007 and 2008 were associated with a prior management agreement with Fenway) of which $1.9 million has not been paid and is accrued at June 30, 2010, under the caption “Accrued Expense” on our consolidated balance sheets. Pursuant to the Management Agreement, any fees not paid on a timely basis interest at a rate of 8% per annum, compounded quarterly, for the period from the date upon which payment is due to the date upon which payment is finally made.

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We agree to indemnify Fenway Partners and the funds affiliated with it and each of their affiliates and indemnified persons, from and against any and all actions, causes of action, suits, losses, liabilities and damages and expenses, including reasonable attorneys’ fees and disbursements, incurred by them, as a result of arising out of or relating to the Management Agreement, our 2005 acquisition of Panther Transportation, Panther Transportation’s financing associated with the 2005 acquisition, Fenway Partners’ investment and all transactions related to the foregoing and the operations or services provided to us by Fenway Partners, except for those arising on account of gross negligence or willful misconduct.

We intend to terminate the Management Agreement prior to completion of the offering in exchange for payment to Fenway Partners of a cash lump-sum termination fee of approximately $             million, equal to the fees that would have been payable to Fenway Partners (but for the termination) in respect of the fixed $1.5 million annual management fee for the remainder of the initial term of the management agreement, which otherwise would expire on June 10, 2015.

Consulting services

During the year ended December 31, 2008, we also paid Fenway Partners for additional consulting services and related expenses totaling $480,000.

Preferred stock redemption

In connection with this offering, we will redeem all or a portion of the outstanding shares of our cumulative preferred stock and the remainder will be converted to common stock on a             -for-one basis. Such cumulative preferred stock accrues preferential dividends at a rate of 14% per year and carries no voting rights. Current holders of our cumulative preferred stock include Fenway Panther Holdings, LLC our majority stockholder; the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 or the Sokolowski Trust, the beneficiary of which is our founder and current chairman of our Board of Directors, Mr. Sokolowski, along with certain of his immediate family members; and Fast Cat. We intend to redeem shares of cumulative preferred stock held by Fenway Partners, the Sokolowski Trust and Fast Cat with a portion of the net proceeds of this offering on a pro rata basis as follows:

Stockholder	Number of shares	Repurchase price
Fenway Panther Holdings, LLC	16,336
Daniel K. Sokolowski Revocable Trust U/A/D/ 2/16/98	2,021
Fast Cat Enterprises, LLC	262

The table above assumes all dividends accumulated on our cumulative preferred stock are paid and all preferred shares are repurchased. To the extent our remaining net proceeds after application of the net proceeds of the offering in the order set forth in “Use of proceeds” are insufficient to pay all accumulated dividends and repurchase all shares shown above, we will first pay all or a portion of the accumulated dividends and then repurchase all or a portion of such shares with available proceeds, with the remaining shares of cumulative preferred stock to be converted to shares of our common stock. See “Use of proceeds” for more information.

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Principal and selling stockholders

The following table and accompanying footnotes provide information regarding the beneficial ownership of shares of our common stock, as of July 31, 2010 (which amounts are not split adjusted) and after the completion of this offering. The persons listed below include:

• any person who we know to beneficially own more than 5% of our common stock;

• each of our named executive officers and directors;

• all of our named executive officers and directors as a group; and

• any person who may be a selling stockholder if the underwriters exercise their overallotment option.

The percentage of beneficial ownership of our common stock before this offering is based on 3,108,822 shares of common stock issued and outstanding as of June 30, 2010. The percentage of beneficial ownership of our common stock after this offering is based on              shares of common stock to be issued and outstanding after giving effect to our stock split. The table assumes that the underwriters will not exercise their over-allotment option. Except as indicated in the footnotes to this table, each stockholder has sole voting and investment power with respect to all shares indicated as beneficially owned by such person. Except as indicated in the footnotes to this table, the address for each stockholder listed below is 4940 Panther Parkway, Seville, OH 44273.

Name of Beneficial Owner(1)	Common Stock Beneficially Owned Prior to Offering		Common Stock Beneficially Owned Following Offering(2)
	Number	Percent	Number	Percent
Officers, Directors and 5% Beneficial Ownership
Daniel K. Sokolowski(3)	376,355.41	9.4%
Andrew C. Clarke(4)	79,634.20	2.0%
R. Louis Schneeberger	—	—
Edward R. Wadel(5)	8,533.02	*
James Adams(5)	4,559.16	*
Allen H. Motter	—	—
Hans Allegaert	—	—
John Q. Anderson(6)	23,991.52	*
Robert J. Clanin	—	—
Raymond B. Greer(5)	2,775	*
Marc A. Kramer(7)	2,774,700	69.2%
Peter D. Lamm(7)	2,774,700	69.2%
Edward M. Straw(5)	2,775	*
Fenway Panther Holdings, LLC(8)	2,774,700	69.2%
York Street Mezzanine Partners, L.P.(9)	248,119.79	6.19%
York Street Mezzanine Partners II, L.P.(9)	248,119.79	6.19%
CUNA Mutual Insurance Society(10)	93,083.12	*
Antares Capital Corporation	17,713	*
All executive officers and directors as a group (13 people)	3,273,323.31	81.64%

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(1) “Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act and includes more than the typical form of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date that such person has the right to acquire as of such date or within 60 days after such date. An asterisk indicates ownership of less than 1%.

(2) These figures assume that the underwriters do not exercise their over-allotment option.

(3) Includes 291,300 shares of common stock held by the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 for which Mr. Sokolowski serves as trustee, 19,350 shares of common stock held by Fast Cat Enterprises, LLC for which Mr. Sokolowski may be deemed to possess beneficial ownership, 9,529.41 shares of common stock subject to stock options currently exercisable or exercisable within 60 days held by Mr. Sokolowski, and 56,176 shares of common stock purchasable upon exercise of a warrant held by Fast Cat Enterprises, LLC.

(4) Includes 22,196.20 shares of common stock held by Mr. Clarke, 48,750 shares of common stock subject to stock options currently exercisable or exercisable within 60 days held by Mr. Clarke, and 8,688 shares of common stock purchasable upon exercise of a warrant held by Mr. Clarke.

(5) These shares are subject to stock options currently exercisable or exercisable within 60 days.

(6) Includes 23,991.52 shares of common stock subject to stock options currently exercisable or exercisable within 60 days. Mr. Anderson is a member of Fenway Panther Holdings, LLC, which beneficially owns 2,774,700 shares of our common stock, however he does not have voting or investment power with respect to any of these shares.

(7) Includes 2,774,700 shares of common stock held by Fenway Panther Holdings, LLC, as further described in footnote 8.

(8) Includes 2,355,000 shares of common stock held by Fenway Panther Holdings, LLC, and 419,700 shares of common stock purchasable upon exercise of a warrant held by Fenway Panther Holdings, LLC. Fenway Panther Holdings, LLC is managed by a board of managers consisting of Messrs. Kramer, Mayhew and W. Gregg Smart, each of whom acting alone has voting and investment power with respect to the shares shown. Fenway Panther Holdings, LLC is majority owned by Fenway Partners Capital Fund II, L.P., the general partner of which is Fenway Partners II, LLC. Mr. Lamm and Richard Dresdale are the managing members of Fenway Partners II, LLC. By virtue of such positions, either Mr. Lamm or Mr. Dresdale may be deemed to possess beneficial ownership of the shares shown. However, neither Mr. Lamm nor Mr. Dresdale, acting alone, has voting or investment power with respect to the shares shown. The address for Fenway Panther Holdings, LLC, Fenway Partners Capital Fund II, L.P. and Fenway Partners II, LLC is 152 W. 57th Street, New York, New York 10019.

(9) Includes 186,166.23 shares of common stock held York Street Mezzanine Partners, L.P., 12,330 shares of common stock purchasable upon exercise of a warrant held by York Street Mezzanine Partners, L.P., 46,541.56 shares of common stock held by York Street Mezzanine Partners II, L.P., and 3,082 shares of common stock purchasable upon exercise of a warrant held by York Street Mezzanine Partners II, L.P. The general partner of York Street Mezzanine Partners, L.P. is York Street Capital Partners, L.L.C. and the general partner of York Street Mezzanine Partners II, L.P. is York Street Capital Partners II, L.L.C. The managing members of York Street Capital Partners, L.L.C. and York Street Capital Partners II, L.L.C. are Robert M. Golding and Christopher A. Layden, each of whom acting alone has voting and investment power with respect to the shares shown and therefore may be deemed to possess beneficial ownership of the shares shown. The address of these entities and Mr. Golding and Mr. Layden is c/o York Street Capital Partners, L.L.C., One Pluckemin Way, Bedminster, New Jersey 07921.

(10) Of the shares shown, (i) 27,924.94 are held by CUNA Mutual Insurance Society (“CMIS”), (ii) 41,887.40 are held by CUNA Mutual Life Insurance Company, which is an affiliate of CMIS, (iii) 13,962.47 are held by CUMIS Insurance Society, Inc., which are both wholly-owned subsidiaries of CMIS, and (iv) 9,308.31 are held by Members Life Insurance Company, which are both wholly-owned subsidiaries of CMIS. All of these entities have the same board of directors, whose members are Eldon R. Arnold, James L. Bryan, Loretta M. Burd, William B. Eckhardt, Joseph J. Gasper, Bert J. Hash, Victoria W. Miller, C. Alan Peppers, Jeff Post, Neil A. Springer, Farouk D.G. Wang and Larry T. Wilson, none of whom, acting alone, has voting or investment power with respect to the shares shown. Each of these entities is affiliated with CUNA Brokerage Services, Inc., a registered broker-dealer. The address for each of these entities is 5910 Mineral Point Road Madison, WI 53705.

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Description of capital stock

General

The following is a summary of the material rights of our capital stock and related provisions of our fourth amended and restated certificate of incorporation and amended and restated bylaws both of which will be adopted prior to consummation of this offering. The following description of our capital stock does not purport to be complete and is subject to and qualified in its entirety by, our fourth amended and restated certificate of incorporation and amended and restated bylaws, which we have included as exhibits to the registration statement of which this prospectus is a part.

Our fourth amended and restated certificate of incorporation provides for one class of common stock, which has one vote per share.

Our authorized capital stock consists of              shares, par value $0.01 per share, of which:

•              shares are designated as common stock; and

•              shares are designated as preferred stock.

As of the date of this prospectus, we had              shares of common stock issued and outstanding. We also had              shares of cumulative preferred stock issued and outstanding, all of which will be redeemed or converted into shares of common stock contemporaneously with this offering. As of the date of this prospectus, we also had outstanding stock options to purchase an aggregate              shares of our common stock, of which              are exercisable warrants to purchase              shares of our common stock, and              shares issuable upon vesting of our Cash Incentive Plan awards.

Common stock

Voting

The holders of our common stock are entitled to one vote per share on any matter to be voted upon by the stockholders.

The holders of our common stock have and possess all powers and voting and other rights pertaining to our stock, subject to the powers, preferences, rights and privileges of holders of preferred stock that may be outstanding from time to time, having any preference or priority over or rights superior to, the common stock that we may become authorized to issue.

No holder of shares of any class of shares, now or hereafter authorized, shall have the right to cumulate votes in the election of our directors or for any other purpose.

Dividends

Except as otherwise provided by law, our fourth amended and restated certificate of incorporation and our amended and restated bylaws and subject to the express terms of any preferred stock, the holders of shares of common stock shall be entitled, to receive such dividends as from time to time may be declared by our Board of Directors. See “Dividend Policy.”

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Liquidation

In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, subject to the rights of the holders of any preferred stock, the holders of shares of common stock are entitled to share ratably, according to the number of shares of common stock held by them, in all remaining assets available for distribution to our stockholders.

Conversion

Our common stock is not convertible into any other shares of our capital stock.

Preemptive or similar rights

No holder of shares of common stock, now or hereafter authorized, has or shall have any preferential or preemptive right to subscribe for or purchase any shares of any class of our stock whether now or hereafter authorized or any options or warrants for such shares or any rights to subscribe to or purchase such shares or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold or offered for sale by us.

Fully paid and non-assessable

All the outstanding shares of common stock and the shares of common stock offered by us in this offering will be fully paid and non-assessable.

Cumulative preferred stock

Upon the completion of this offering and pursuant to our fourth amended and restated certificate of incorporation, all of the outstanding cumulative preferred stock shall be repurchased or converted into common stock and the provisions with respect to the cumulative preferred stock in our fourth amended and restated certificate of incorporation shall be revoked. See “Use of Proceeds.”

Prior to such repurchase and conversion, the holders of cumulative preferred stock are entitled to receive, when, as and if dividends are declared by our Board of Directors, out of funds legally available therefor, cumulative preferential dividends in respect of each such share of cumulative preferred stock from June 10, 2005 accruing at the rate per share of, with respect to the period from June 10, 2005 to January 10, 2006, 12% and with respect to any period from and after January 11, 2006, 14%, per annum of the liquidation preference of each share of cumulative preferred stock, which is $1,000, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. Dividends payable on cumulative preferred stock are computed on the basis of a 360-day year of twelve 30-day months and are deemed to accrue on a daily basis. Dividends on the cumulative preferred stock accrue whether or not we have earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Dividends accumulate to the extent that they are not paid on their respective dividend payment date for the quarterly period to which they relate. Accumulated unpaid dividends accrue dividends at the respective rates stated above, compounded quarterly on each dividend payment date. As of June 30, 2010, there are $20.6 million of unpaid dividends.

The holders of shares of cumulative preferred stock rank senior in right of payment to all other classes or series of our capital stock, or Junior Securities, as to dividends, but such holders are not

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entitled to any dividends, whether payable in cash, property or stock, in excess of the full cumulative dividends described above. See “Dividend Policy.” Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs or reduction or decrease in our capital stock resulting in a distribution of assets to the holders of any class or series of our capital stock, the holders of shares of cumulative preferred stock also are entitled to a liquidation preference equal to $1,000 per share of cumulative preferred stock held by such holder, plus accrued and unpaid dividends, out of our assets available for distribution in the event of and before any distribution is made to any Junior Securities. Our cumulative preferred stock is not convertible into any other shares of our capital stock. The shares of cumulative preferred stock do not have any preemptive or subscription rights.

Future series of preferred stock

Following the stock split, recapitalization and amendment to our certificate of incorporation we will be authorized to issue              shares of preferred stock, which may be issued from time to time in one or more series upon authorization by the Board of Directors. The Board of Directors, without further approval of the stockholders, will be authorized to fix the number of shares constituting any series, as well as the dividend rights and terms, conversion rights and terms, voting rights and terms, redemption rights and terms, liquidation preferences and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock.

The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could also adversely affect the voting power and dividend and liquidation rights of the holders of common stock. The issuance of preferred stock could also, under certain circumstances, have the effect of making it more difficult for a third-party to acquire, or discouraging a third-party from acquiring, a majority of our outstanding voting stock or otherwise adversely affect the market price of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the Board of Directors determines the specific rights of that series of preferred stock.

Registration rights

Our Stockholders Agreement provides for certain registration rights with respect to our common shares. Pursuant to such registration rights, we will agree to register shares of our common stock owned by parties to the Stockholders Agreement under the following circumstances:

• Demand Rights.    One or more parties to the Stockholders Agreement, representing at least 25% of the shares held by parties to the Stockholders Agreement, have the right to request that we register their respective shares of our common stock for resale under an appropriate registration statement filed and declared effective by the SEC.

• Piggyback Rights.    If at any time we propose to register the offer and sale of our capital stock, for our own account or for resale by our stockholders, the stockholders party to our Stockholders Agreement may elect to include in such registration statement a pro rata share of the common stock that each such person holds.

• Lockup.    In consideration of these registration rights, the Stockholders Agreement requires the parties to agree not to sell shares or request a registration statement for the sale of their shares for a period of 180 days following the effective date of our initial public offering.

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A holder’s right to include shares in an underwritten registration is subject to the ability of the underwriters to limit the number of shares included in the underwritten offering based on an order of priority set forth in the Stockholders Agreement. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

Certain provisions of Delaware law and certain charter and bylaws provisions

The following sets forth certain provisions of the Delaware General Corporation Law or the DGCL and our fourth amended and restated certificate of incorporation and our amended and restated bylaws.

Requirements for advance notification of stockholder nominations and proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board of Directors or a committee of the Board of Directors.

Stockholder meetings

Our fourth amended and restated certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called for any purpose or purposes at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the Board of Directors. In addition, our amended and restated bylaws will provide that a holder, or a group of holders, of common stock holding more than 20% of the total voting power of the outstanding shares of common stock may cause us to call a special meeting of the stockholders for any purpose or purposes at any time.

Action by stockholders without a meeting

The DGCL permits stockholder action by written consent unless otherwise provided by a corporation’s certificate of incorporation. Our fourth amended and restated certificate of incorporation and amended and restated bylaws provide that except as specifically required by our fourth amended and restated certificate of incorporation and amended and restated bylaws or the DGCL, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by stockholders holding at least a majority of the voting power (except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required) and such consent is delivered to us in accordance with our bylaws and the DGCL.

No cumulative voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless an entity’s certificate of incorporation provide otherwise. Our fourth amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the election of directors.

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Director removal

Except as may be otherwise provided by law, our amended and restated bylaws provide that a director, including persons elected by stockholders or directors filling vacancies in the Board of Directors, may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors.

Interested transactions

Our amended and restated bylaws provide that no contract or transaction between us and one or more of our directors or officers or between us and any other corporation, partnership, association or other organization in which one or more of our directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purposes, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to us as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. In this situation, common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

Corporate opportunity

Fenway and its affiliates have no obligation to offer us an opportunity to participate in business opportunities presented to Fenway or its affiliates even if the opportunity is one that we might reasonably have pursued and neither Fenway, nor its affiliates, will be liable to us or our stockholders for breach of any duty by reason of any such activities, unless, in the case of any person who is a director or officer of Panther, such business opportunity (1) is expressly offered to such director or officer in writing solely in his or her capacity as an officer of director of Panther and (2) is not separately offered to Fenway or any of its affiliates or representatives (other than Panther) by a party other than such director or officer. Stockholders will be deemed to have notice of and consented to this provision in our amended and restated certificate of incorporation.

Limitation on liability and indemnification of officers and directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our fourth amended and restated certificate of incorporation provides that our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL.

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Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends) or (4) for any transaction from which the director derived an improper personal benefit.

In addition, our fourth amended and restated certificate of incorporation provides that we must indemnify our directors and officers to the maximum extent permitted by law but in no event to a lesser extent than currently permitted by Delaware law. We also are expressly required to advance certain expenses to our directors and officers before the final disposition of a matter. Furthermore, our fourth amended and restated certificate of incorporation provides that we may carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities regardless of whether we would have the power to indemnify them against such liabilities under the provisions of our fourth amended and restated certificate of incorporation or the DGCL. We believe that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee or agent of the corporation or his service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful. Our amended and restated certificate of incorporation provides that we are the indemnitor of first resort for any director or officer who is entitled to indemnification and advancement.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall

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deem proper. Notwithstanding the preceding sentence, except as otherwise provided in our amended and restated bylaws, we are required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by our Board of Directors.

Listing

We intend to apply to list our common stock for trading on the              under the symbol “PTHR.”

Transfer agent and registrar

The transfer agent and registrar for our common stock is             .

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Shares eligible for future sale

Prior to this offering, there has been no public market for our common stock. No prediction can be made as to the effect. If any, future sales of shares, or the availability of shares for future sales, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of equity securities.

Sale of restricted shares

Upon completion of this offering, we will have              shares of common stock outstanding. Of these shares of common stock, the              shares of common stock being sold in this offering, plus any shares issues upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable without restriction under the Securities Act, except for any such shares which may be held or acquired by an “affiliate” of ours, as that term is defined in Rule 144 promulgated under the Securities Act, or Rule 144, which shares will be subject to the volume limitations and other restrictions of Rule 144 described below. The remaining              shares of common stock held by our existing stockholders upon completion of this offering will be “restricted securities,” as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act of pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining shares of common stock held by our existing stockholders upon completion of this offering will be available for sale in the public market after the expiration of the lock-up agreements described in “Underwriting,” taking into account the provisions of Rules 144 and 701 under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect on the date of this prospectus, person who became the beneficial owner of shares of our common stock prior to the completion of this offering may not sell their shares until the earlier of (1) the expiration of a six-month holding period. If we have been subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.

At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of shares of common stock that does not exceed the greater of either of the following:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering, based on the number of shares of our common stock outstanding as of             ; or

• the average weekly trading volume of our common stock on              during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our common stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under the Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 201 under the Securities Act, or Rule 701, any of our employees, directors, officers, consultants or advisors who purchased shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule144 without compliance with its one-year minimum holding period, but subject to the other Rule 144 restrictions.

Stock plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock issued or reserved for issuance under our             , including shares subject to options issued thereunder. The first such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described below.

Registration rights

Pursuant to the stockholders agreement, certain of our stockholders have the right to require us to register shares of our common stock held by them. See “Certain relationships and related party transactions—Stockholders agreement.”

Lock-up agreements

We, our directors and executive officers and the selling stockholder will enter into lock-up agreements with the underwriters. Under these agreements, subject to exceptions, we may not issue any new shares of common stock, and those persons may not, directly or indirectly, offer, sell, pledge, or otherwise dispose of or hedge any securities convertible into or exchangeable for shares of our common stock, or publicly announce the intention to do any of the foregoing, without the prior written consent of J.P. Morgan Securities Inc. and Goldman, Sachs & Co., until the expiration of the lock-up agreements 180 days after the date of this prospectus. This consent may be given at any time without public notice. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. have advised us that there is no specific criteria for the waiver of lock-up restrictions.

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Material United States federal income tax consequences to non-U.S. holders

The following is a general discussion of the material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our common stock applicable to non-U.S. Holders who acquire such shares in this offering and hold such shares as a capital asset (generally, property held for investment). For purposes of this discussion, a non-U.S. Holder generally means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a partnership and is not: (a) a citizen or individual resident of the United States, (b) a corporation created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion is based on current provisions of the Code, Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service and other applicable authorities, all of which are subject to change (possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular non-U.S. Holder in light of that non-U.S. Holder’s individual circumstances, nor does it address any aspects of U.S. federal estate and gift, state, local, or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular non-U.S. Holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations, financial institutions, brokers or dealers in securities, controlled foreign corporations, passive foreign investment companies, non-U.S. Holders that hold our common stock as part of a straddle, hedge, conversion transaction or other integrated investment and certain U.S. expatriates. Each prospective non-U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the ownership, sale, or other disposition of our common stock.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our common stock should consult their tax advisor as to the particular U.S. federal income tax consequences applicable to them.

Dividends

In general, any distributions that we make to a non-U.S. Holder with respect to its shares of our common stock that constitute a dividend for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount, unless the non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable tax treaty and the non-U.S. Holder provides proper certification of its eligibility for such reduced rate. A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated first as reducing the adjusted basis in the non-U.S. Holder’s shares of our common stock dollar for dollar and, to the extent that such distribution

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exceeds the adjusted basis in the non-U.S. Holder’s shares of our common stock, as capital gain from the sale or exchange of such shares. Any dividends that we pay to a non-U.S. Holder that are effectively connected with its conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment or fixed base within the United States) generally will not be subject to U.S. withholding tax, as described above, if the non-U.S. Holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. Holder were a resident of the United States. Dividends received by a foreign corporation that are effectively connected with its conduct of a trade or business within the United States may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

Gain on sale or other disposition of common stock

In general, a non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. Holder’s shares of our common stock unless:

• the gain is effectively connected with a trade or business carried on by the non-U.S. Holder within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment or fixed base of such non-U.S. Holder);

• the non-U.S. Holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

• we are or have been a U.S. real property holding corporation, or a USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such non-U.S. Holder’s holding period of our common stock.

We do not believe that we have been or are likely to become a USRPHC. Even if we were or were to become a USRPHC, however, a non-U.S. Holder who at no time directly, indirectly, or constructively, owned more than 5% of the shares of our common stock generally would not be subject to U.S. federal income tax on the disposition of such shares of common stock, provided that our common stock was regularly traded on an established securities market within the meaning of the applicable regulations.

Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. Holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. Holder who is subject to U.S. federal income tax because the non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which gain may be offset by U.S. source capital losses of such non-U.S. Holder, if any.

Backup withholding, information reporting and other reporting requirements

We must report annually to the Internal Revenue Service and to each non-U.S. Holder, the amount of dividends paid to and the tax withheld with respect to, each non-U.S. Holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. Holder resides or is established.

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A non-U.S. Holder will generally be subject to backup withholding for dividends on our common stock paid to such holder, unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person), or such holder otherwise establishes an exemption.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of our common stock by a non-U.S. Holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a non-U.S. Holder sells or otherwise disposes its shares of our common stock through a U.S. broker or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S. Holder to the Internal Revenue Service and also backup withhold on that amount, unless such non-U.S. Holder provides appropriate certification to the broker of its status as a non-U.S. person or otherwise establishes an exemption (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person). Information reporting (but generally not backup withholding) also will apply if a non-U.S. Holder sells its shares of our common stock through a foreign broker deriving more than a specified percentage of its income from U.S. sources or having certain other connections to the United States, unless such broker has documentary evidence in its records that such non-U.S. Holder is a non-U.S. person and certain other conditions are satisfied, or such non-U.S. Holder otherwise establishes an exemption (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. Holder can be credited against the non-U.S. Holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Additional withholding requirements

Recently enacted legislation will require, after December 31, 2012, withholding at a rate of 30 percent on dividends in respect of and gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in the institution held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30 percent, unless such entity either (1) certifies to us that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Secretary of the Treasury. Non-U.S. Holders stockholders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

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Underwriting

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities Inc. and Goldman, Sachs & Co. are acting as joint book-running managers of the offering and as representatives of the underwriters and the selling stockholders. We have entered into an underwriting agreement with the underwriters and the selling stockholders. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of shares
J.P. Morgan Securities Inc.
Goldman, Sachs & Co.
UBS Securities LLC
BB&T Capital Markets, a division of Scott & Stringfellow, LLC
WR Securities, LLC
Total

The underwriters are committed to purchase all the common shares offered by us if they purchase any shares, other than pursuant to the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $              per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $              per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the common shares offered in this offering.

The underwriters have an option to buy up to              additional shares of common stock from the selling stockholders to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have              days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

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The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to the selling stockholders per share of common stock. The underwriting fee is $              per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without over-allotment exercise	With full over-allotment exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not, for a period of 180 days after the date of this prospectus, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (2) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities Inc. and Goldman, Sachs & Co., other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing stock incentive plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Our directors, executive officers and selling stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities Inc. and Goldman, Sachs & Co., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell

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any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

We will apply to have our common stock approved for listing/quotation on the              under the symbol “PTHR”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to

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cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the             , in the over-the-counter market or otherwise.

At our request, the underwriters have received up to             % of the shares of common stock for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us, through a direct share program. The sales will be made by              through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do will reduce the number of shares available to the general public.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we, nor the selling stockholders, nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (3) high net worth entities and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive, is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running managers for any such offer; or

• in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is

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directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans and may do so in the future. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a

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broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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Legal matters

The validity of the shares of common stock offered hereby will be passed upon for us by Scudder Law Firm, P.C., L.L.O., Lincoln, Nebraska. The validity of the shares of common stock offered hereby will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

Experts

The consolidated financial statements of Panther Expedited Services, Inc. and Subsidiaries at December 31, 2008 and 2009, and for each of the three years in the period ended December 31, 2009, appearing in this Preliminary Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report hereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Where you can find more information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock we are offering. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our common stock. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

For further information about us and our common stock, you may inspect a copy of the registration statement and the exhibits and schedules to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

Upon completion of this offering, we will become subject to the reporting and information requirements of the Exchange Act. We intend to make available free of charge on our website at www.pantherexpedite.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements, and other information as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or connected to, or that can be accessed via our website is not part of this prospectus.

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Index to financial statements

	Page
Unaudited Consolidated Financial Statements as of June 30, 2010 and for six-month periods ended June  30, 2009 and 2010	F-1
Consolidated Balance Sheets as of December 31, 2009 and June 30, 2010	F-2
Consolidated Statements of Operations for the six-month periods ended June 30, 2009 and 2010	F-3
Consolidated Statement of Cash Flows for the six-month periods ended June 30, 2009 and 2010	F-4
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (loss) for the six-month period ended June 30, 2010	F-5
Notes to Condensed Consolidated Financial Statements	F-6
Audited Consolidated Financial Statements as of December 31, 2009 and 2010 and for the years ended December  31, 2007, 2008 and 2009	F-16
Report of Independent Registered Public Accounting Firm	F-17
Consolidated Balance Sheets as of December 31, 2008 and 2009	F-18
Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009	F-19
Consolidated Statement of Cash Flow for the years ended December 31, 2007, 2008 and 2009	F-20
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss for the year ended December  31, 2007, 2008 and 2009	F-21
Notes to the Consolidated Financial Statements	F-22

F-1

Panther Expedited Services, Inc. and subsidiaries

Consolidated balance sheets

(Amounts in thousands, except share and per share data)

	December 31, 2009			June 30, 2010
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	439		$	120
Accounts receivable, net		24,005			28,764
Income taxes receivable		3,725			5,078
Deferred tax assets		1,844			1,504
Advances to owner operators		1,505			3,017
Other current assets		1,339			1,021
Total current assets		32,857			39,504
Property and equipment, net		5,502			5,586
Goodwill		58,471			58,471
Intangibles, net		59,647			55,609
Deferred financing costs and other		3,623			2,976
		127,243			122,642
	$	160,100		$	162,146
Liabilities and stockholders’ equity
Current liabilities:
Line of credit	$	500		$	—
Current maturities of long-term debt		4,300			35,912
Accounts payable		8,146			12,746
Accrued expenses		5,216			6,289
Owner operator escrow		1,086			1,056
Total current liabilities		19,248			56,003
Other long-term liability		954			318
Deferred tax liabilities		17,682			15,923
Long-term debt		105,780			77,982
Stockholders’ equity:
Common stock, $.01 par value, 4,000,000 shares authorized; 3,108,822 shares issued and outstanding		31			31
Preferred stock, $1,000 par value, 100,000 shares authorized; 21,224 shares issued and outstanding		21,385			21,385
Additional paid-in capital		39,621			39,870
Accumulated other comprehensive loss		(170	)		(43	)
Retained deficit		(44,431	)		(49,323	)
Total stockholders’ equity		16,436			11,920
	$	160,100		$	162,146

See accompanying notes.

F-2

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of operations

(Amounts in thousands)

	Six months ended June 30
	2009			2010
	(Unaudited)
Revenues	$	66,397		$	95,009
Operating expenses:
Purchased transportation		49,163			69,927
Personnel and related benefits		9,603			11,760
Insurance and claims		2,475			2,016
Depreciation		812			703
Amortization of intangibles		4,038			4,038
Goodwill and intangibles impairment		33,498			—
Other operating expenses		5,773			6,281
Total operating expenses		105,362			94,725
Operating (loss) income		(38,965	)		284
Other expense (income):
Interest expense		6,461			7,984
Other income		(31	)		(32	)
Total other expense		6,430			7,952
Loss before income taxes		(45,395	)		(7,668	)
Income tax benefit		(7,639	)		(2,776	)
Net loss	$	(37,756	)	$	(4,892	)
Reconciliation of Net Loss to Net Loss Available to Common Stockholders
Net loss	$	(37,756	)	$	(4,892	)
Undeclared cumulative preferred dividends		(2,421	)		(2,779	)
Net loss available to common stockholders	$	(40,177	)	$	(7,671	)
Per share amounts—Basic and Diluted:
Loss per share	$	(12.94	)	$	(2.47	)
Weighted average shares outstanding		3,105,570			3,108,822

See accompanying notes.

F-3

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of cash flows

(Amounts in thousands)

	Six months ended, June 30
	2009			2010
	(Unaudited)
Operating activities
Net loss	$	(37,756	)	$	(4,892	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		812			703
Amortization of intangibles		4,038			4,038
Amortization of deferred financing fees		288			686
Interest expense payable in kind		2,229			3,814
Goodwill and intangibles impairment charge		33,498			—
Stock-based compensation		345			249
Deferred taxes		(4,707	)		(1,419	)
Other		28			(509	)
Changes in operating assets and liabilities:
Accounts receivable, net		3,291			(4,759	)
Income taxes receivable		(1,978	)		(1,353	)
Other current assets		1,322			(1,194	)
Other assets		(267	)		(39	)
Accounts payable		3,292			4,600
Accrued expenses		(596	)		1,073
Other current liabilities		(173	)		(30	)
Net cash provided by operating activities		3,666			968
Investing activities
Additions to property and equipment		(479	)		(932	)
Proceeds from sale of fixed assets		73			145
Net cash used in investing activities		(406	)		(787	)
Financing activities
Payment of financing fees		(557	)		—
Repayments on line of credit, net		(400	)		(500	)
Payments on long-term debt		(2,399	)		—
Net used in financing activities		(3,356	)		(500	)
Net decrease in cash and cash equivalents		(96	)		(319	)
Cash and cash equivalents, beginning of year		2,198			439
Cash and cash equivalents, end of period	$	2,102		$	120

See accompanying notes.

F-4

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of stockholders’ equity and comprehensive (loss) income

(Amounts in thousands, except share data, unaudited)

							Additional paid-in capital		Accumulated other comprehensive (loss) income			Retained deficit			Total stockholders’ equity
	Common stock			Preferred stock
	Shares	Amount		Shares	Amount
Balance at December 31, 2009	3,108,822	$	31	21,224	$	21,385	$	39,621	$	(170	)	$	(44,431	)	$	16,436
Stock-based compensation	—		—	—		—		249		—			—			249
Net loss	—		—	—		—		—		—			(4,892	)		(4,892	)
Unrealized gain on cash flow hedge, net of tax of $78	—		—	—		—		—		127			—			127
Comprehensive loss																(4,765	)
Balance at June 30, 2010	3,108,822	$	31	21,224	$	21,385	$	39,870	$	(43	)	$	(49,323	)	$	11,920

The total comprehensive loss for the six months ended June 30, 2009 and 2010 was $37,629 and $4,765, respectively.

See accompanying notes.

F-5

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements

(Amounts in thousands, except share and per share data)

1. Description of business and basis of presentation

Description of business

Panther Expedited Services, Inc. (“Panther” or the “Company”) is North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics. Panther has a non-asset based business model and obtains 100% of network capacity from owner operators, third party carriers, air and ocean freight forwarders and others. Panther’s customers include automotive and industrial customers, 3PL (third party logistics) providers, life sciences, high value products, and the U.S. government.

Basis of presentation

The accompanying interim consolidated balance sheet as of June 30, 2010, the consolidated statements of operations and consolidated statements of cash flows for the six months ended June 30, 2009 and 2010, and the statement of changes in stockholders’ equity and comprehensive (loss) income for the six months ended June 30, 2010 are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of our management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting solely of normal recurring adjustments and accruals, necessary for the fair presentation of our statement of financial position at June 30, 2010 and our results of operations and cash flows for the six months ended June 30, 2009 and 2010. The results for the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.

Principles of consolidation

The consolidated financial statements include the accounts of Panther Expedited Services, Inc. and its subsidiaries, Panther II Transportation, Inc., Panther II, Inc., Integres Global Logistics, Inc. and Elite Transportation Services, LLC. All intercompany accounts and transactions have been eliminated.

2. New accounting standards

In January 2010, the FASB issued ASU No. 2010-06 (ASU 2010-06), Improving Disclosures about Fair Value Measurements. ASU 2010-06 provides amendments to ASC Topic 820, (ASC 820), Fair Value Measurements and Disclosures, that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements in addition to the presentation of purchases, sales, issuances and settlements for Level 3 fair value measurements. ASU 2010-06 also provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation, and inputs and valuation techniques. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements of Level 3 fair value measurements.

F-6

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

Those disclosures are effective for interim and annual periods beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company’s adoption of this standard did not have a material effect on its financial statements.

3. Fair value measurements

ASC 820 outlines a valuation framework, which requires use of the market approach, income approach and/or cost approach when measuring fair value and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 also expands disclosure requirements to include the methods and assumptions used to measure fair value.

The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the table below.

The following table summarizes the financial assets measured at fair value on a recurring basis as of the measurement date, June 30, 2010, and the basis for that measurement, by level within the fair value hierarchy:

	Fair value at December 31, 2009		Quoted prices in active markets for identical instruments (level 1)		Quoted prices in active markets for similar instruments (level 2)		Significant unobservable inputs (level 3)
Interest rate swap	$	954	$	—	$	318	$	—

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, term loan and Senior Subordinated Notes approximate their respective fair values.

4. Goodwill and intangible assets

Goodwill represents the excess of the purchase price over the fair market value of the net assets of the acquired business. The Company reviews goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances indicate that the carrying amount of an asset may not be recoverable. The goodwill asset impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. The Company estimates fair value using both market information and discounted cash flow projections also referred to as the income approach. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market

F-7

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The Company validates its estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The impairment analysis with respect to indefinite lived assets includes comparing the estimated fair value of the indefinite lived asset to its carrying value. Where the fair value is less than its carrying value, the indefinite lived asset is considered impaired and written down to its estimated fair value.

The Company’s goodwill and intangible assets consist of the following at December 31, 2009 and June 30, 2010:

	December 31, 2009
	Weighted- average amortization period (years)	Cost		Accumulated amortization		Net value
Goodwill	N/A	$	58,471	$	—	$	58,471
Trade name	N/A	$	9,000	$	—	$	9,000
Other	N/A		2,160		—		2,160
Subtotal—indefinite lived intangible assets			11,160		—		11,160
INTRANS software	7		38,900		25,470		13,430
Customer relationships	18		45,356		10,299		35,057
Subtotal—definite lived intangible assets			84,256		35,769		48,487
Total intangible assets	12.9	$	95,416	$	35,769	$	59,647

F-8

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

	June 30, 2010
	Weighted- average amortization period (years)	Cost		Accumulated amortization		Net value
Goodwill	N/A	$	58,471	$	—	$	58,471
Trade name	N/A	$	9,000	$	—	$	9,000
Other	N/A		2,160		—		2,160
Subtotal—indefinite lived intangible assets			11,160		—		11,160
INTRANS software	7		38,900		28,249		10,651
Customer relationships	18		45,356		11,558		33,798
Subtotal—definite lived intangible assets			84,256		39,807		44,449
Total intangible assets	12.9	$	95,416	$	39,807	$	55,609

As of June 30, 2009, the Company determined that there were indicators of a goodwill impairment. These indicators included a significant decrease in operating results, a decrease in non-financial key performance indicators and other macroeconomic factors. As a result of the Company’s testing of its goodwill and other indefinite lived intangibles assets, impairment charges were recorded reducing the carrying value of the goodwill and trade name by $28,098 and $5,400, respectively. These charges are recorded under the caption “Goodwill and intangibles impairment” on the Consolidated Statements of Operations. The Company performed its annual impairment test during the fourth quarter of 2009, which did not result in an additional impairment.

The following is a summary of the carrying amount of goodwill for the six months ended June 30, 2009 and 2010:

	June 30, 2009			June 30, 2010
Balance, beginning of period	$	86,378		$	58,471
Goodwill acquired—Integres Global Logistics, Inc.		—			—
Goodwill acquired—Elite Transportation Services, LLC		191			—
Goodwill impairment charge		(28,098	)		—
Balance, end of period	$	58,471		$	58,471

Long-lived intangible assets with amortizable lives

The Company amortizes long-lived assets using the straight-line method during a period ranging from 7 to 18 years. The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment charge recognized is determined using the amount by which the carrying amount of the asset exceeds the fair value of the asset.

F-9

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

In connection with the impairment testing of goodwill and other intangible assets with indefinite lives, the Company also tested its amortizable intangible assets for impairment as of June 30, 2009. There were no impairments as a result of this testing.

Amortization expense related to Intangible Assets totaled $4,038 for each of the six months ended June 30, 2009 and 2010, respectively.

5. Debt and other financial instruments

The following is a summary of long-term debt at December 31, 2009 and June 30, 2010:

	December 31, 2009		June 30, 2010
Senior Secured Credit Facility, as amended, at December 31, 2009, all borrowings were under Prime based interest rates at 5% including the applicable margin, due December 31, 2011.	$	64,298	$	64,298
17% Senior Subordinated Notes, due July 31, 2012		42,782		46,484
9% Note, due to previous owners of Elite Transportation Services, LLC		3,000		3,112
Total debt		110,080		113,894
Less current maturities of long-term debt		4,300		35,912
Total long-term debt	$	105,780	$	77,982

The Senior Credit Facility is secured by substantially all of the Company’s assets and contains covenants restricting, among other things, the incurrence of additional indebtedness and the making of certain payments, including dividends. Interest on all loans is payable monthly and accrues, at the Company’s option, at either a LIBOR based interest rate plus an applicable margin of 6.25%, or a Prime based interest rate plus an applicable margin of 5.0%, both subject to a 3% floor. The borrowing rate in effect at December 31, 2009 was 9.25%. The Company is required to repay $1,300 in December 2010. The remaining principal payments of $62,998 are due in four quarterly installments of $15,750 beginning on March 31, 2011.

The Subordinated Notes are due on July 31, 2012 and incur interest at a rate of 17% per annum.

The Company was not in compliance with financial covenant requirements under its senior secured credit facility relating to its Senior Leverage Ratio, its Fixed Charge Coverage Ratio and its Interest Coverage Ratio for the twelve-month periods ending March 31 and June 30, 2009.

The Company originally entered into the Senior Subordinated Notes under which it issued $25.1 million of 14.0% Senior due July 31, 2012. Subsequent to the covenant violations, the Company entered into a forbearance agreement with its lenders through August 2009, at which time, the Company amended the terms of its credit agreements with its lenders. In conjunction with the debt amendment, the Company amended its Senior Subordinated Notes to obtain an additional $10,125 of additional financing from its current shareholders in the form of additional Senior Subordinated Notes. This additional financing was used to pay down the outstanding revolver balance at August 31, 2009 of $2,605 and $6,500 of the Senior Secured Credit Facility.

F-10

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

The additional financing has 502,689 warrant shares which allow for the purchase of common stock at $.01 per share through 2019. Interest on all the Senior Subordinated Notes is payable through an increase to the principal amount of the Notes (Interest expense payable in kind) through December 31, 2010. After this date, the company has the option to either pay the interest in cash or through the increase in the principal of the Senior Subordinated Notes. As part of the amendment to the Note Purchase Agreement, the interest rate on these notes was increased from 14% to 17%, which will be added to the balance of the Senior Subordinated Notes. Financing fees of $1,521 were paid in connection with the forbearance agreements and amendments.

In October 2008, as part of the $9,696 paid for the assets of Elite Transportation Services, LLC, the Company issued a note payable to the sellers for $3,000. This note was due on January 31, 2010 (The term of the debt was changed to December 31, 2011).

At December 31, 2009 the Company also had $500 in revolving line of credit borrowings, all of which were at Prime based rate of 9.25%, including the applicable margin. No amounts were outstanding under swing line loans at December 31, 2009 or June 30, 2010. Amounts available under the line of credit amounted to $4,500 and $5,000 at December 31, 2009 and June 30, 2010, respectively.

At December 31, 2009 and June 30, 2010, the Company had a $1,900 letter of credit outstanding. The letter of credit is maintained to support the Company’s self-insurance liability. Any outstanding letter of credit amounts reduce availability of the Company’s revolving line of credit borrowing base.

Deferred financing fees are recorded at cost and amortized over the term of the respective debt agreements using the effective interest method. Amortization expense related to deferred financing fees totaled $288 and $686 for the six months ended June 30, 2009 and 2010, respectively, and is included in interest expense within the unaudited Consolidated Statements of Operations.

The Company is currently undertaking an initial public offering and plans to use a part of the proceeds to pay down debt. In the event the initial public offering does not occur, the Company plans to refinance its debt in the fourth quarter.

6. Interest rate swap agreements

The Company entered into interest rate swaps, designated as cash flow hedges, to convert a portion of the variable rate secured credit facility to a fixed interest rate, reducing the impact of interest rate fluctuation on future interest expense. These derivative financial instruments are measured at fair value using market quotes and are recognized as assets or liabilities in the unaudited Consolidated Balance Sheets. Gains or losses resulting from the change in the fair value of the derivative financial instrument are recognized in shareholders’ equity and reclassified to income in the same period when the gain or loss on the hedged item is included in income. The change in fair value of a derivative financial instrument that is not effective as a

F-11

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

hedge is immediately recognized in income. The Company assesses the effectiveness of the hedging relationship at inception of the derivate and at each reporting period.

At June 30, 2010, the Company is party to an interest rate swap agreement, which is designated as a cash flow hedging instrument. At December 31, 2009 and June 30, 2010, the Company recorded a liability of $954 and $318, respectively, representing the fair value of the interest rate swap agreements, and is included in the caption “Other long-term liability” on the consolidated balance sheets. Following is a summary of the terms of the interest rate swap agreement outstanding at June 30, 2010:

Effective date	Termination date	June 30, 2010 notional amount		Hedged interest rate	December 31, 2009 fair value			June 30, 2010 fair value
August 30, 2005	August 30, 2010	$	30,000	4.5975%	$	(954	)	$(318)

During the year ended December 31, 2008, the Company changed to paying interest on its senior secured credit facility at the base rate. As a result, the interest rate on the senior secured credit facility no longer matched the interest rate of the related interest rate swaps. As a result, the Company discontinued cash flow hedge accounting and reclassified $(67) and $(432) from comprehensive loss to interest expense during the six months ended June 30, 2009 and 2010, respectively. These amounts are comprised of $(272) and $(637) representing the change in value of the swap during the six months ended June 30, 2009 and 2010, respectively, and $205 for each six-month period representing the amortization of the value which existed on the Consolidated Balance Sheets at the time the swap became ineffective. Assuming interest rates remain constant, the Company anticipates approximately $318 will be recognized in gains over the next 12 months.

7. Stockholders’ equity

Common stock

In October 2008 and June 2009, Panther Expedited Services issued 57,546 and 3,288, respectively, additional shares of common stock to the sellers of Elite Transportation Services as partial consideration for the sale of these assets. These shares were valued at $1,750 and $100, respectively.

Preferred stock

The Cumulative Preferred Stock ranks senior in right of payment to all other classes or series of capital stock of the Company as to dividends upon liquidation, dissolution or winding up of the Company. The holders of the Cumulative Preferred Stock shall be entitled to receive, when, as and if dividends are declared by the Board of Directors, cumulative preferential dividends on each share of Cumulative Preferred Stock at a rate of 14% per year of the liquidation preference of $1000 on each share of stock once declared by the Board of Directors. Dividends on the Cumulative Preferred Stock shall accrue whether or not the Company has earnings or the dividends are declared. Dividends on preferred stock have not yet been accrued as they have not

F-12

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

yet been declared by the Board of Directors. Holders of the Cumulative Preferred Stock will have no voting rights. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder will be entitled to payment of an amount equal to the Liquidation preference per share of the Cumulative Preferred Stock plus accrued and unpaid dividends before any distribution is made to the holders other securities including the common stock.

The following is a summary of cumulative preferred stock and related dividends in arrears at December 31, 2009 and June 30, 2010:

	December 31, 2009
	Number of shares	Per share dividends		Total
	18,985	$	851.06	$	16,157
	2,239	$	727.57		1,629
Balance, December 31, 2009	21,224			$	17,786

	June 30, 2010
	Number of shares	Per share dividends		Total
	18,985	$	936.86	$	17,786
	2,239	$	1,240.96		2,779
Balance, June 30, 2010	21,224			$	20,565

8. Loss per common share

The computation of basic and diluted loss per common share for the six months ended June 30, 2009 and 2010, respectively, is as follows:

	Six months ended June 30
	2009			2010
Net loss	$	(37,756	)	$	(4,892	)
Less undeclared cumulative preferred dividends		(2,421	)		(2,779	)
Net loss available to common stockholders	$	(40,177	)	$	(7,671	)
Weighted average shares outstanding		3,105,570			3,108,822
Basic and diluted loss per common share	$	(12.94	)	$	(2.47	)

Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. There was no difference in the amount of net loss available to common stockholders used in the computation of basic and diluted loss per common share for the six months ended June 30, 2009 and June 30, 2010. Potential shares of common stock issuable upon exercise of stock options are excluded from the computation of

F-13

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

diluted loss per share for the six months ended June 30, 2009 and 2010 as the effect of their assumed exercises would be anti-dilutive due to the net loss available to common stockholders for both periods. At June 30, 2009 and 2010, there were 459,730 and 441,347 stock options outstanding, respectively.

9. Stock option plan / cash incentive plan

Through its 2005 Equity Incentive Plan, the Company offers Panther Expedited Services, Inc. common stock options to key management employees and nonemployee directors. The Company plan consists of common stock options that vest generally over five years (Time Vested Options) and common stock options that vest based on the Company’s financial performance in achieving certain goals (EBITDA Vested Options). All common stock options vest immediately upon a change in control, as defined in the Plan agreement.

There were no common stock options granted or exercised during the six months ended June 30, 2010. The Company recognized $345 and $249 of stock-based compensation expense during the six months ended June 30, 2009 and 2010, respectively. Stock-based compensation expense, which is computed on the straight line basis, is included in the caption “Personnel and related benefits” in the Statements of Operations for the periods presented.

As of June 30, 2010, there was approximately $264 of unrecognized compensation cost related to non-vested common stock options held by employees and directors, which is expected to be recognized over a weighted average period of approximately 1.4 years.

The Company instituted a Cash Incentive Plan (“CIP”) for certain members of management and directors in January 2010. CIP awards are in units which vest upon a liquidity event (generally a sale or public offering) or at the discretion of the board of directors. The CIP units are paid in cash upon sale of the Company or common stock upon a public offering event.

10. Business segments

Management evaluates the Company as one reporting segment. As a premium freight logistics provider, it offers single-source ground, air and ocean shipping solutions for time-sensitive, high-value and service-critical freight, with on-demand pick up and delivery to and from anywhere in the world. Substantially all of the Company’s operations are located within the United States.

The Company’s sales and receivables are concentrated across six key industry verticals. Panther’s customers include: diversified manufacturing and chemical companies, automotive manufacturers and their suppliers, consumer electronics companies and retailers, medical device and pharmaceutical companies, financial institutions and banks, government agencies and defense contractors, as well as third-party logistics providers.

F-14

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

Information concerning the Company’s net sales by its major markets are as follows for the periods indicated below:

	Six months ended June 30
	2009		2010
Automotive	$	13,790	$	25,119
3rd party logistics		23,452		31,523
Manufacturing		12,654		19,878
Government		6,711		6,379
Life sciences		3,937		5,225
High value products		4,685		5,655
Other		1,168		1,230
Total	$	66,397	$	95,009

11. Income taxes

The following is a summary of the provision (benefit) for income taxes for the six months ended June 30, 2009 and 2010:

	Six months ended June 30
	2009			2010
Income tax benefit	$	(7,639	)	$	(2,776	)
Effective tax rate		16.8%			36.2%

The Company’s benefit for income taxes in interim periods is computed in accordance with interim period income tax accounting rules by applying the appropriate annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, are recorded during the period in which they occur.

The effective rate in the first six months of 2010 was higher than the US statutory tax rate primarily due to state and local income taxes, offset by permanently non-deductible items. The effective tax rate for the first six months of 2009 was lower than the US statutory tax rate primarily due to non-deductible goodwill charges, other non-deductible permanent items, offset by state and local income taxes. The Company has no unrecognized tax benefits as of June 30, 2010 or December 31, 2009 and has no accruals for interest and penalties.

12. Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business, which primarily relate to trucker’s liability and general liability matters. The Company is self-insured for losses and liabilities related primarily to vehicle liability and general liability claims up to $750 per claim. The Company purchases additional commercial insurance as a risk mitigation strategy for claims in excess of $750. Ultimate losses are recorded based on estimates of the aggregate liability for claims incurred using insurance claim information and Company-specific experience.

F-15

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except share and per share data)

The self-insurance liability includes estimated claims for which the ultimate losses will develop over a period of years. Accordingly, the estimates of ultimate losses may change as claims mature. The Company consulted with external consulting actuaries to assist in the estimation of the Company’s self-insurance liability at December 31, 2009 and June 30, 2010. The resulting estimates are reviewed on a monthly basis by management, and any adjustments arising from changes in estimates are reflected in the unaudited consolidated statements of operations. The self-insurance liabilities are based on estimates and while management believes that the amounts recorded are adequate, the ultimate claims may be in excess of or less than the amounts recorded. The Company’s net liability of $2,021 and $1,718 at December 31, 2009 and June 30, 2010, respectively, is net of cash paid to its insurance carrier of $1,798 and $1,751 at December 31, 2009 and June 30, 2010, respectively and is recorded in Accrued Expenses within the unaudited Consolidated Balance Sheets.

13. Related-party transactions

The Company is party to a management agreement with Fenway Partners, an affiliate of its majority shareholder. Fenway Partners provides the Company with ongoing financial advisory and strategic planning services. For these services, Fenway Partners is entitled to receive a monthly fee of $125, plus expenses. Beginning in April, 2009, the Company was prohibited under the terms of its forbearance agreement and subsequent amendment to the senior credit facility to pay this fee until certain financial covenant thresholds are met. The Company incurred $750 for management fees to Fenway Partners for each of the six months ended June 30, 2009 and 2010, of which $1,125 and $1,875 has not been paid and is accrued at December 31, 2009 and June 30, 2010 respectively, under the caption “Accrued Expense” on the Consolidated Balance Sheets.

The Company contracts for information technology consulting services with an entity owned by an officer of the Company. The Company paid $115 and $132 for these services during the six months ended June 30, 2009 and 2010, respectively. The Company believes the transactions were recorded at fair value.

F-16

Report of independent registered public accounting firm

The Board of Directors and Stockholders of Panther Expedited Services, Inc.

We have audited the accompanying consolidated balance sheets of Panther Expedited Services, Inc. and subsidiaries as of December 31, 2008 and 2009, and the related consolidated statements of operations, stockholders’ equity and comprehensive (loss) income, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Panther Expedited Services, Inc. and subsidiaries at December 31, 2008 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Cleveland, Ohio

April 30, 2010 except for Note 8

as to which the date is August 6, 2010

F-17

Panther Expedited Services, Inc. and subsidiaries

Consolidated balance sheets

(Amounts in thousands, except share and per share data)

	December 31
	2008			2009
Assets
Current assets:
Cash and cash equivalents	$	2,198		$	439
Accounts receivable, net		23,201			24,005
Income taxes receivable		1,827			3,725
Deferred tax assets		358			1,844
Advances to owner operators		2,906			1,505
Other current assets		3,149			1,339
Total current assets		33,639			32,857
Property and equipment, net		6,254			5,502
Goodwill		86,378			58,471
Intangibles, net		73,124			59,647
Deferred financing costs and other		2,223			3,623
		167,979			127,243
	$	201,618		$	160,100
Liabilities and stockholders’ equity
Current liabilities:
Line of credit	$	2,357		$	500
Current maturities of long-term debt		4,800			4,300
Accounts payable		7,311			8,146
Accrued expenses		4,407			5,216
Owner operator escrow		1,303			1,086
Total current liabilities		20,178			19,248
Other long-term liability		1,668			954
Deferred tax liabilities		22,264			17,682
Long-term debt		98,720			105,780
Stockholders’ equity:
Common stock, $.01 par value, 4,000,000 shares authorized; 3,108,822 and 3,105,534 shares issued and outstanding in 2009 and 2008, respectively		31			31
Preferred stock, $1,000 par value, 100,000 shares authorized; 21,224 shares issued and outstanding in 2009 and 2008, respectively		21,385			21,385
Additional paid-in capital		38,934			39,621
Accumulated other comprehensive loss		(425	)		(170	)
Retained deficit		(1,137	)		(44,431	)
Total stockholders’ equity		58,788			16,436
	$	201,618		$	160,100

See accompanying notes.

F-18

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of operations

(Amounts in thousands)

	Year ended December 31
	2007			2008			2009
Revenues	$	190,293		$	189,961		$	157,832
Operating expenses:
Purchased transportation		134,707			135,612			115,279
Personnel and related benefits		18,466			19,394			19,159
Insurance and claims		3,935			3,211			6,213
Depreciation		865			1,179			1,579
Amortization of intangibles		7,840			7,827			8,077
Goodwill and intangibles impairment		—			—			33,498
Other operating expenses		12,382			12,637			12,150
Total operating expenses		178,195			179,860			195,955
Operating (loss) income		12,098			10,101			(38,123	)
Other expense (income):
Interest expense		11,344			12,730			14,003
Other income		(141	)		(319	)		(71	)
Total other expense		11,203			12,411			13,932
Income (loss) before income taxes		895			(2,310	)		(52,055	)
Income tax provision (benefit)		815			(213	)		(8,761	)
Net income (loss)	$	80		$	(2,097	)	$	(43,294	)
Reconciliation of Net Income to Net Income (Loss) Available to Common Stockholders
Net income (loss)	$	80		$	(2,097	)	$	(43,294	)
Undeclared cumulative preferred dividends		(3,809	)		(4,370	)		(5,015	)
Net loss available to common stockholders	$	(3,729	)	$	(6,467	)	$	(48,309	)
Per Share Amounts—Basic and Diluted:
Loss per share	$	(1.22	)	$	(2.11	)	$	(15.55	)
Weighted average shares outstanding		3,046,343			3,061,136			3,107,210

See accompanying notes.

F-19

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of cash flows

(Amounts in thousands)

	Year ended December 31
	2007			2008			2009
Operating activities
Net income (loss)	$	80		$	(2,097	)	$	(43,294	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		865			1,179			1,579
Amortization of intangibles		7,840			7,827			8,077
Amortization of deferred financing fees		807			1,936			841
Interest expense payable in kind		470			—			5,335
Goodwill and intangibles impairment charge		—			—			33,498
Stock-based compensation		736			828			429
Deferred taxes		(2,720	)		(944	)		(6,224	)
Other		(137	)		657			(210	)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable—trade, net		1,445			2,714			(804	)
Income taxes receivable		844			(1,693	)		(1,898	)
Other current assets		(698	)		(2,685	)		3,227
Other assets		(303	)		(80	)		(720	)
Accounts payable		738			(2,680	)		835
Accrued expenses		504			(266	)		718
Other current liabilities		(99	)		(289	)		(217	)
Net cash provided by operating activities		10,372			4,407			1,172
Investing activities
Additions to property and equipment		(1,634	)		(2,301	)		(953	)
Proceeds from sale of equipment		239			427			175
Acquisitions		(6,348	)		(4,764	)		—
Net cash used in investing activities		(7,743	)		(6,638	)		(778	)
Financing activities
Proceeds from issuance of stock		—			50			—
Redemption of stock option rights		350			—			—
Payment of financing fees		(150	)		(659	)		(1,521	)
(Repayments) borrowings on line of credit, net		(7,262	)		2,357			(1,857	)
Payments on long-term debt		(5,939	)		(3,988	)		(8,900	)
Proceeds from issuance of long-term debt		10,000			5,000			10,125
Net cash (used in) provided by financing activities		(3,001	)		2,760			(2,153	)
Net (decrease) increase in cash and cash equivalents		(372	)		529			(1,759	)
Cash and cash equivalents, beginning of year		2,041			1,669			2,198
Cash and cash equivalents, end of year	$	1,669		$	2,198		$	439

See accompanying notes.

F-20

Panther Expedited Services, Inc. and subsidiaries

Consolidated statements of stockholders’ equity and comprehensive (loss) income

(Amounts in thousands, except share data)

	Common stock			Preferred stock			Additional paid-in capital		Accumulated other comprehensive (loss) income			Retained earnings (deficit)			Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance at January 1, 2007	3,046,343	$	30	21,224	$	21,385	$	35,221	$	258		$	880		$	57,774
Stock-based compensation	—		—	—		—		736		—			—			736
Redemption of stock option rights	—		—	—		—		350		—			—			350
Net income	—		—	—		—		—		—			80			80
Unrealized gain on cash flow hedge, net of tax of $379	—		—	—		—		—		(637	)		—			(637	)
Comprehensive loss																(557	)
Balance at December 31, 2007	3,046,343		30	21,224		21,385		36,307		(379	)		960			58,303
Stock-based compensation	—		—	—		—		828		—			—			828
Issuance of common stock	59,191		1	—		—		1,799		—			—			1,800
Net loss	—		—	—		—		—		—			(2,097	)		(2,097	)
Unrealized loss on cash flow hedge, net of tax of $37	—		—	—		—		—		(46	)		—			(46	)
Comprehensive loss																(2,143	)
Balance at December 31, 2008	3,105,534		31	21,224		21,385		38,934		(425	)		(1,137	)		58,788
Stock-based compensation	—		—	—		—		429		—			—			429
Issuance of common stock	3,288		—	—		—		258		—			—			258
Net loss	—		—	—		—		—		—			(43,294	)		(43,294	)
Unrealized gain on cash flow hedge, net of tax of $155	—		—	—		—		—		255			—			255
Comprehensive loss																(43,039	)
Balance at December 31, 2009	3,108,822	$	31	21,224	$	21,385	$	39,621	$	(170	)	$	(44,431	)	$	16,436

See accompanying notes.

F-21

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements

(Amounts in thousands, except per share data)

For the years ended December 31, 2009, 2008 and 2007

1. Description of business

Panther Expedited Services, Inc. (“Panther” or the “Company”) is North America’s largest independent expedited transportation provider with an expanding platform in premium freight logistics. Panther has a non-asset based business model and obtains 100% of network capacity from owner operators, third party carriers, air and ocean freight forwarders and others. Panther’s customers include 3PL (third party logistics) providers, large automotive and industrial customers, life sciences, high value products, and the U.S. government.

The Company evaluated events subsequent to December 31, 2009 through the issuance of the financial statements on April 30, 2010, and has updated their evaluation of subsequent events through the filing date on August 6, 2010.

2. Summary of significant accounting policies

Principles of consolidation

The consolidated financial statements include the accounts of Panther Expedited Services, Inc. and its subsidiaries, Panther II Transportation, Inc., Panther II, Inc., Integres Global Logistics, Inc. and Elite Transportation Services, LLC. All intercompany accounts and transactions have been eliminated.

The presentation of GAAP consolidated statements of operations and cash flows for the years ended December 31, 2009, 2008, and 2007 for Panther Expedited Services, Inc. include the results of Elite Transportation Services, LLC following its acquisition in October, 2008 and Elite Transportation Services, LLC following its acquisition in March 2007.

Use of estimates

Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Revenue recognition

The Company recognizes revenue upon completion of freight delivery.

Cash equivalents

All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

F-22

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

Accounts receivable

Accounts receivable consists of amounts due to the Company from its customers for normal business activities and do not bear interest. The Company records an allowance for doubtful accounts equal to the estimated uncollectible accounts receivable. The Company’s estimate is based on historical collection experience and a review of the specific risks identified in the accounts receivable records. Accounts receivable are determined to be past due when payment has not been received in accordance with contracted terms. Amounts are charged against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional allowance may be required. Accounts receivable are presented in the Company’s consolidated balance sheets net of an allowance for doubtful accounts and other sales adjustments of $1,003 and $1,100 at December 31, 2008 and 2009, respectively.

Property and equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets for book purposes and accelerated methods for tax reporting purposes. Depreciation expense for the years ended December 31, 2007, 2008 and 2009 totaled $865, $1,179 and $1,579, respectively. The estimated useful lives used in the depreciation computations are as follows:

Telecommunications equipment	10 years
Trailers	5 –10 years
Computer equipment and software	3 – 5 years
Furniture and fixtures	5 –10 years
Leasehold improvements	10 years

Expenditures for maintenance and repairs are charged to expense as incurred and amounted to $697, $1,008 and $859 for the years ended December 31, 2007, 2008 and 2009, respectively.

The following is a summary of property and equipment, net at December 31, 2008 and 2009:

	2008		2009
Telecommunications equipment	$	3,057	$	3,777
Trailers		2,123		2,052
Computer equipment and software		1,824		2,155
Furniture and fixtures		1,077		843
Leasehold improvements		484		649
Construction in progress		700		25
		9,265		9,501
Less accumulated depreciation		3,011		3,999
	$	6,254	$	5,502

F-23

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

Deferred financing fees

Deferred financing fees are recorded at cost and amortized over the term of the respective debt agreements using the effective interest method. During 2008 and 2009, the Company amended its debt arrangements and recorded $659 and $1,521, respectively, of additional capitalized financing fees. In 2008, the Company wrote off unamortized deferred financing costs of $1,196 related to this facility. Amortization expense is included within interest expense within the Consolidated Statements of Operations. The following is a summary of deferred financing fees at December 31, 2008 and 2009:

	2008		2009
Deferred financing fees	$	2,802	$	4,323
Less accumulated amortization		1,041		1,882
	$	1,761	$	2,441

Interest rate swap agreements

The Company entered into interest rate swaps, designated as cash flow hedges, to convert a portion of the variable rate secured credit facility to a fixed interest rate, reducing the impact of interest rate fluctuation on future interest expense. These derivative financial instruments are measured at fair value using market quotes and are recognized as assets or liabilities in the Consolidated Balance Sheets. Gains or losses resulting from the change in the fair value of the derivative financial instrument are recognized in shareholders’ equity and reclassified to income in the same period when the gain or loss on the hedged item is included in income. The change in fair value of a derivative financial instrument that is not effective as a hedge is immediately recognized in income. The Company assesses the effectiveness of the hedging relationship at inception of the derivate and at each reporting period. In 2008, the Company determined that its cash flow hedges were no longer effective and that it no longer qualified for hedge accounting treatment.

Income taxes

The Company accounts for income taxes using the liability method which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. This method also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of any deferred tax assets recorded on the consolidated balance sheets and provides any necessary allowances. At December 31, 2008 and 2009, no allowances for deferred tax assets were recorded.

Effective January 1, 2009, the Company adopted the provisions for accounting for uncertainty in income taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance

F-24

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

sheet; and provides transition and interim-period guidance, among other provisions. The Company is subject to income tax examinations for U.S. incomes taxes and state income taxes from 2006 forward. The Company has no unrecognized tax benefit as of December 31, 2009, including no accrued amounts for interest and penalties. The Company’s policy will be to recognize interest and penalties related to income taxes as a component of general and administrative expense. There was no impact on the Company’s consolidated financial position, results of operations and cash flows as a result of adoption.

Goodwill and other intangible assets with indefinite lives

Goodwill represents the excess of the purchase price over the fair market value of the net assets of the acquired business. The Company reviews goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances indicate that the carrying amount of an asset may not be recoverable. The goodwill asset impairment test involves a two-step process. The first step is a comparison of each reporting unit’s fair value to its carrying value. We estimate fair value using both market information and discounted cash flow projections also referred to as the income approach. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs and number of units, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. We validate our estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach. A market approach estimates fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss. The impairment analysis with respect to indefinite lived assets includes comparing the estimated fair value of the indefinite lived asset to its carrying value. Where the fair value is less than its carrying value, the indefinite lived asset is considered impaired and written down to its estimated fair value. The Company conducted its impairment test as of June 30, 2009, which resulted in a non-cash goodwill impairment charge of $28,098 and a non-cash impairment charge related to other intangible assets with indefinite lives of $5,400. This charge is recorded under the caption “Goodwill and intangibles impairment” on the Consolidated Statements of Operations.

Long-lived intangible assets with amortizable lives

The Company amortizes long-lived assets using the straight-line method during a period ranging from 7 to 18 years. The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount

F-25

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

of the asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment charge recognized is determined using the amount by which the carrying amount of the asset exceeds the fair value of the asset.

In connection with the impairment testing of its goodwill and other intangible assets with indefinite lives, the Company also tested its amortizable intangible assets for impairment as of December 31, 2009. There were no impairments as a result of this testing.

Self-insurance

The Company is self-insured for losses and liabilities related primarily to vehicle liability and general liability claims up to $750 per claim. The Company purchases additional commercial insurance as a risk mitigation strategy for claims in excess of $750. Ultimate losses are recorded based on estimates of the aggregate liability for claims incurred using insurance claim information and Company-specific experience.

The self-insurance liability includes estimated claims for which the ultimate losses will develop over a period of years. Accordingly, the estimates of ultimate losses may change as claims mature. The Company consulted with external consulting actuaries to assist in the estimation of the Company’s self-insurance liability at December 31, 2008 and 2009. The resulting estimates are reviewed on a monthly basis by management, and any adjustments arising from changes in estimates are reflected in the statement of income. The self-insurance liabilities are based on estimates and while management believes that the amounts recorded are adequate, the ultimate claims may be in excess of, or less than the amounts recorded.

During 2007, the Company began prepaying amounts to its insurance carrier based on estimated insurance claims using the Company’s claims history. As a result, the Company’s net liability of $1,624 and $2,021 at December 31, 2008 and 2009, respectively, is net of cash paid the insurance carrier of $1,751 and $1,798 at December 31, 2008 and 2009 respectively, and is recorded within Accrued Expenses within the Consolidated Balance Sheets.

Stock-based compensation

The Company accounts for stock-based compensation related to its 2005 Equity Incentive Plan in accordance with ASC 718 which requires share-based payments to be recognized in the financial statements based on a grant date fair-value based measurement. Consistent with ASC 718, awards are considered granted when all required approvals are obtained and when the participant begins to benefit from, or be adversely affected by, subsequent changes in the price of the underlying shares and, regarding awards containing performance conditions, when the Company and the participant reach a mutual understanding of the key terms of the performance conditions. Additionally, accruals for compensation costs for share-based awards with performance conditions are based on the probable outcome of such performance conditions. The Company computes the fair value of granted stock options using the Black-Scholes option pricing model. Compensation expense is recognized based on a pro rata share of the estimated stock

F-26

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

option fair value, which is based on certain assumptions made by management, including dividend yield, risk free interest rates, expected life of the stock option, estimated option forfeiture rates, and expected volatility of the Company’s common stock price.

Advances to owner operators

The Company advances funds to owner operators to pay for operational expenses, such as fuel, prior to the completion of the delivery. These advances are subsequently deducted from payments owed to them upon completion of services.

Concentration of credit risk

Concentration of credit risk in accounts receivable is limited due to the Company’s large number of customers. The Company does not require collateral from its customers.

The Company deposits its cash in commercial bank accounts. Balances in the accounts may, at times, exceed federally insured limits. To date, the Company has not experienced any losses and believes it is not exposed to any significant credit risk on its cash.

Supplemental disclosure of cash flow information

The following is a summary of net cash paid (received) during the years ended December 31, 2007, 2008 and 2009, for interest and income taxes. See Note 6 for further discussion regarding interest expense.

	2007		2008		2009
Interest	$	10,585	$	9,345	$	8,097
Income taxes		2,284		2,830		(633	)

Recently Issued Financial Accounting Standards

In 2009, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Codification, which establishes a sole source of U.S. authoritative generally accepted accounting principles (GAAP). The Codification is meant to simplify user access to all authoritative accounting standards by reorganizing U.S. GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting standards. Pursuant to the provisions of the Codification, the Company has updated references to U.S. GAAP in these consolidated financial statements. The adoption of the Codification did not have an effect on our financial position, results of operations or cash flows.

In December 2007, the FASB revised the authoritative guidance for business combinations. The guidance, as prescribed by ASC 805, Business Combinations (ASC 805), changes how an entity accounts for the acquisition of a business. While ASC 805 retains the requirement to account for all business combinations using the acquisition method, the new guidance applies to a wider range of transactions or events and requires, in general, acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed and noncontrolling ownership interests held in

F-27

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

the acquiree, among other items. The revised guidance eliminates the cost-based purchase method previously allowed under U.S. GAAP. The revised guidance also introduced changes to certain provisions of the authoritative guidance related to income tax accounting. For acquisitions undertaken after the adoption of the revised guidance, the release of a valuation allowance related to pre-acquisition net operating losses are now being reported as a reduction to income tax expense. Similarly, adjustments to uncertain tax positions made after the acquisition date are now recorded in the statements of operations. The Company adopted ASC 805 on January 1, 2009. The adoption did not have an impact on the Company’s consolidated financial statements.

In September 2006, the FASB issued authoritative guidance regarding fair value measurements and disclosure regarding measuring the fair value of assets and liabilities. The guidance applies to other accounting pronouncements that require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. In February 2008, the FASB deferred the effective date of this guidance for one year for nonfinancial assets and nonfinancial liabilities, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

We assess the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the table below.

The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value.

	Fair value at December 31, 2009		Quoted prices in active markets for identical instruments (level 1)		Quoted prices in active markets for similar instruments (level 2)		Significant unobservable inputs (level 3)
Goodwill	$	53,398	$	—	$	—	$	53,398
Interest rate swap	$	954	$	—	$	954	$	—

In accordance with the provisions of ASC 350 (formerly FAS 142, Goodwill and Other Intangibles), goodwill with a carrying amount of $81.5 million was written down to its implied fair value of $53.4 million, resulting in an impairment charge of $28.1 million, all of which was included in earnings for the period ended December 31, 2009. See Note 4, “Goodwill and Intangible Assets” for further detail.

F-28

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, term loan and Senior Subordinated Notes approximate their respective fair values.

In March 2008, the FASB issued guidance regarding disclosures about derivative instruments and hedging activities. This guidance requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The company adopted this guidance for the year ended December 31, 2009.

The FASB issued subsequent events guidance, which sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. The guidance also indicates the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, as well as the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. We adopted this guidance effective for the year ending December 31, 2009. The adoption of this guidance had no impact on our financial statements as of December 31, 2009.

3. Acquisitions

In March 2007, the Company entered into a merger agreement with Integres Global Logistics, Inc. (IGL), a leading technology based air-freight forwarding company, for $7,130, including transaction costs resulting in the Company acquiring 100% of its outstanding stock. In 2008, the Company reduced IGL’s goodwill allocation by $1,677 due to recording deferred tax assets previously not recorded.

In October 2008, the Company purchased of Elite Transportation Services, LLC, for cash, notes payable and stock totaling $9,696, including transaction costs. In addition to the amounts paid for these assets, the Company also entered into certain agreements with the sellers that would require additional payments by the Company in 2010 should this operating unit meet specified financial goals in 2009. As of December 31, 2009, none of the specified goals were met.

F-29

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

In 2009, the Company finalized its purchase accounting which resulted in an increase in ETS’s goodwill by $191 due to recording liabilities previously not recorded. The Company recognized goodwill in connection with the transactions as a result of projected cash flows and strategic industry position. The Company expects all of the assigned goodwill for Elite Transportation Services, LLC to be deductible for tax purposes. The following table presents the purchase price allocation to the assets acquired and liabilities assumed based upon their fair market values:

	Elite Transportation Services, LLC		Integres Global Logistics, Inc.
Cash and cash equivalents	$	470	$	782
Accounts receivable		1,817		2,025
Other current assets		—		252
Fixed assets		97		234
Deferred tax assets, net		—		3,201
Other assets		31		41
Intangible assets		5,997		—
Goodwill		3,807		3,426
Total assets acquired		12,219		9,961
Accounts payable and accrued liabilities		2,523		2,831
Net assets acquired		9,696		7,130
Less cash and cash equivalents acquired		470		782
Total consideration paid for transaction	$	9,226	$	6,348

4. Goodwill and intangible assets

The Company’s goodwill and intangible assets consist of the following at December 31, 2008 and 2009:

	2008
	Weighted- average amortization period (years)	Cost		Accumulated amortization		Net value
Goodwill	N/A	$	86,378	$	—	$	86,378
Trade name	N/A	$	14,400	$	—	$	14,400
Other	N/A		2,160		—		2,160
Subtotal—indefinite lived intangible assets			16,560		—		16,560
INTRANS software	7		38,900		19,913		18,987
Customer relationships	18		45,356		7,779		37,577
Subtotal—definite lived intangible assets			84,256		27,692		56,564
Total intangible assets	12.9	$	100,816	$	27,692	$	73,124

F-30

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

	2009
	Weighted- average amortization period (years)	Cost		Accumulated amortization		Net value
Goodwill	N/A	$	58,471	$	—	$	58,471
Trade name	N/A	$	9,000	$	—	$	9,000
Other	N/A		2,160		—		2,160
Subtotal—indefinite lived intangible assets			11,160		—		11,160
INTRANS software	7		38,900		25,470		13,430
Customer relationships	18		45,356		10,299		35,057
Subtotal—definite lived intangible assets			84,256		35,769		48,487
Total intangible assets	12.9	$	95,416	$	35,769	$	59,647

Amortization expense for the years ended December 31, 2007, 2008 and 2009 was $7,840, $7,827 and $8,077, respectively. The Company expects to recognize annual amortization expense associated with the intangible assets over the next five years ending December 31, as follows:

Year ending December 31:
2010	$	8,077
2011		8,077
2012		4,834
2013		2,520
2014		2,520

As of June 30, 2009, the Company determined that there were indicators of a goodwill impairment. These indicators included a significant decrease in operating results, a decrease in non-financial key performance indicators and other macroeconomic factors. As a result of the Company’s testing of its goodwill and other indefinite lived intangibles, impairment charges were recorded reducing the carrying value of the goodwill and trade name by $28,098 and $5,400, respectively. These charges are recorded under the caption “Goodwill and intangibles impairment” on the Consolidated Statements of Operations.

The following is a summary of the carrying amount of goodwill for the years ended December 31:

	2007		2008			2009
Balance, beginning of year	$	79,336	$	84,439		$	86,378
Goodwill acquired—Integres Global Logistics, Inc.		5,103		(1,677	)		—
Goodwill acquired—Elite Transportation Services, LLC		—		3,616			191
Goodwill impairment charge		—		—			(28,098	)
Balance, end of year	$	84,439	$	86,378		$	58,471

F-31

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

5. Debt and other financial instruments

In March and June 2009, the Company was not in compliance with financial covenant requirements under its senior secured credit facility relating to its Senior Leverage Ratio, its Fixed Charge Coverage Ratio and its Interest Coverage Ratio for the twelve-month periods ending March 31 and June 30, 2009. Subsequent to the covenant violations, the Company entered into a forbearance agreement with its lender through August 2009, at which time, the Company amended the terms of its credit agreements with its lenders. Financing fees of $1,521 were paid in connection with the forbearance agreements and amendments.

The senior credit facility is secured by substantially all of the Company’s assets and contains covenants restricting, among other things, the incurrence of additional indebtedness and the making of certain payments, including dividends. The Company must also fulfill financial covenants relative to capital expenditure limits, senior indebtedness, interest coverage and overall indebtedness, all of which were in compliance at December 31, 2009. Interest on the senior credit facility is payable monthly and accrues, at the Company’s option, at either a LIBOR based interest rate plus an applicable margin of 6.25%, or a Prime based interest rate plus an applicable margin of 5.0%, both subject to a 3% floor. The borrowing rate in effect at December 31, 2009 was 9.25%.

The significant changes to the senior secured credit facility due to the amendment were as follows:

• The revolving credit facility was reduced from $20,000 to $5,000 until such time as the Senior Leverage Ratio recomputed as of the applicable date for the twelve-month period is less than 4.0 to 1.0. This facility is subject to a borrowing base equal to 85% of eligible accounts receivable, less any outstanding letter of credit balances.

• The Senior Leverage Ratio, Fixed Charge Coverage Ratio and the Interest Coverage Ratio were suspended through December 31, 2009 and amended through December 2010.

• Restrictions have been placed on payment of management fees (see Note 14) until such time as:

• the Senior Leverage Ratio is less than 2.50 to 1.0 prior to December 31, 2010 and 3.0 to 1.0 thereafter.

• the Fixed Charge Coverage Ratio is less than 1.10 to 1.0.

• the Company has paid the Subordinated note holders 12% of the interest accruing on the Subordinated Notes from the interest period from January 1, 2009 through the date of the proposed payment of the management fees.

• Restrictions have been placed on payment of the $3,000 note due to the sellers of ETS until such time as the Senior Leverage Ratio, recomputed for the most recent twelve month period is less than 2.5 to 1.0. The note, originally non-interest bearing through its due date of January 31, 2010, will begin to accrue interest at 9% per annum from its due date until such time as the Senior Leverage Ratio restriction is lifted and the note can be paid.

• Interest rates charged under the senior secured credit facility were amended

F-32

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

In October 2008, as part of the $9,696 paid for the assets of ETS, the Company issued a note payable to the sellers for $3,000. This note was due on January 31, 2010 (the term was changed to December 31, 2011).

In January 2006, the Company entered into the Note Purchase Agreement under which it issued $25.1 million of 14.0% Senior Subordinated Notes due July 31, 2012. In 2009, the Company was not in compliance with the same covenants under this Note Purchase Agreement as under its senior credit facility. In conjunction with the debt amendment in 2009, the company amended its Note Purchase Agreement to obtain an additional $10,125 of additional financing from its current shareholders in the form of additional Senior Subordinated Notes. This additional financing was used to pay down the outstanding revolver balance at August 31, 2009 of $ 2,605 and $6,500 of the term loan. These subordinated notes are due on July 31, 2012 and incur interest at a rate of 17% per annum. The original Senior Subordinated Notes under this agreement were also amended to incur interest at 17%. The additional financing has 502,689 warrant shares attached which allow for the purchase of common stock at $.01 per share through 2019. Interest on all the Senior Subordinated Notes (the Notes) is payable through an increase to the principal amount of the Notes (Interest expense payable in kind) through December 31, 2010. After this date, the company has the option to either pay the interest in cash or through the increase in the principal of the Notes. As part of the amendment to the Note Purchase Agreement, the interest rate on these notes was increased to 17%, which will be added to the balance of the Notes.

The following is a summary of long-term debt at December 31:

	2008		2009
Senior secured credit facility, as amended, interest payable as described above. At December 31, 2009, all borrowings were under Prime based interest rates at 5% including the applicable margin. Principal payments are due on a quarterly basis beginning on December 31, 2010	$	73,198	$	64,298
17% Senior Subordinated Notes, interest payable as described above, due July 31, 2012		27,322		42,782
Note, non-interest bearing, due January 31, 2010		3,000		3,000
Total debt		103,520		110,080
Less current maturities of long-term debt		4,800		4,300
Total long-term debt	$	98,720	$	105,780

At December 31, 2008 and 2009, respectively, the Company also had $2,357 and $500 in revolving line of credit borrowings, substantially all of which were at Prime based rates of 7% and 9.25%, including the applicable margin. No amounts were outstanding under swing line loans at December 31, 2008 or 2009. Amounts available under the line of credit amounted to $16,141 and $4,500 at December 31, 2008 and 2009, respectively.

F-33

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

Annual debt principal payments over next five years ending December 31, are as follows:

Year ending December 31:
2010	$	4,300
2011		62,998
2012		42,782
2013		—
2014		—
	$	110,080

The principal payments of $62,998 due in 2011 are due in four quarterly installments of $15,750 beginning on March 31, 2011. It is management’s intention to refinance this debt before the first principal payment is due.

At December 31, 2009, the Company has a $1,900 letter of credit outstanding. The letter of credit is maintained to support the Company’s self-insurance liability. Any outstanding letter of credit amounts reduce availability of the Company’s revolving line of credit borrowing base.

6. Interest rate swap agreements

At December 31, 2009, the Company is party to an interest rate swap agreement, which is designated as a cash flow hedging instrument. At December 31, 2008 and 2009, the Company recorded a liability of $1,668 and $954, respectively, representing the fair value of the interest rate swap agreements, and is included in the caption “Other long-term liability” on the consolidated balance sheet. The following is a summary of the interest rate swap agreements outstanding at December 31, 2009 and 2008:

Effective date	Termination date	December 31, 2009 notional amount		Hedged interest rate	2009 Fair value			2008 Fair value
May 24, 2006	May 29, 2009	$	937	5.1975%	$	—		$	(12	)
August 30, 2005	August 30, 2010		30,000	4.5975%		(954	)		(1,656	)

During the year ended December 31, 2008, the Company changed to paying interest on its senior secured credit facility at the base rate. As a result, the interest rate on the senior secured credit facility no longer matched the interest rate of the related interest rate swaps. As a result, the Company discontinued cash flow hedge accounting and recorded $978 and $(297), respectively, in interest expense during the years ended December 31, 2008 and 2009. The $(297) recorded in interest expense in 2009 is comprised of $(714) representing the change in value of the swap from December 31, 2008 to December 31, 2009 and $417 from the amortization of the value which existed on the Consolidated Balance Sheets at the time the swap became ineffective. Assuming interest rates remain constant, the Company anticipates approximately $954 will be recognized in gains over the next 12 months.

F-34

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

7. Stockholders’ equity

Common stock

In March 2008, Panther Expedited Services issued 1,644 additional shares of common stock for $50 in private placement to an officer of the Company.

In October 2008 and June 2009, Panther Expedited Services issued 57,546 and 3,288, respectively, additional shares of common stock to the sellers of Elite Transportation Services as partial consideration for the sale of these assets. These shares were valued at $1,750 and $100, respectively.

Preferred stock

The Cumulative Preferred Stock ranks senior in right of payment to all other classes or series of capital stock of the Company as to dividends upon liquidation, dissolution or winding up of the Company. The holders of the Cumulative Preferred Stock shall be entitled to receive, when, as and if dividends are declared by the Board of Directors, cumulative preferential dividends on each share of Cumulative Preferred Stock at a rate of 14% per year of the liquidation preference of $1000 on each share of stock once declared by the Board of Directors. Dividends on the Cumulative Preferred Stock shall accrue whether or not the Company has earnings or the dividends are declared. Dividends on preferred stock have not yet been accrued as they have not yet been declared by the Board of Directors. Holders of the Cumulative Preferred Stock will have no voting rights. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder will be entitled to payment of an amount equal to the Liquidation preference per share of the Cumulative Preferred Stock plus accrued and unpaid dividends before any distribution is made to the holders other securities including the common stock.

The following is a summary of cumulative preferred stock and related dividends in arrears at December 31, 2008 and 2009:

	2008
	Number of shares	Per share dividends		Total
	18,985	$	613.09	$	11,640
	2,239	$	505.47		1,132
Balance, December 31, 2008	21,224			$	12,772

	2009
	Number of shares	Per share dividends		Total
	18,985	$	851.06	$	16,157
	2,239	$	727.57		1,629
Balance, December 31, 2009	21,224			$	17,786

F-35

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

8. Loss per common share

The computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2007, 2008 and 2009, respectively, is as follows:

	2007			2008			2009
Net income (loss)	$	80		$	(2,097	)	$	(43,294	)
Less undeclared cumulative preferred dividends		(3,809	)		(4,370	)		(5,015	)
Net loss available to common stockholders	$	(3,729	)	$	(6,467	)	$	(48,309	)
Weighted average shares outstanding		3,046,343			3,061,136			3,107,210
Basic and diluted loss per common share	$	(1.22	)	$	(2.11	)	$	(15.55	)

Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. There was no difference in the amount of net loss available to common stockholders used in the computation of basic and diluted loss per share for the years ended December 31, 2007, 2008 and 2009. Potential shares of common stock issuable upon exercise of stock options and warrants are excluded from the computation of diluted loss per share at December 31, 2007, 2008 and 2009 as the effect of their assumed exercises would be anti-dilutive due to the net loss available to common stockholders for both periods. At December 31, 2007, 2008 and 2009, there were 438,005, 458,230, and 398,195 stock options outstanding, respectively.

9. Stock option plan

Through its 2005 Equity Incentive Plan, the Company offers Panther Expedited Services, Inc. common stock options to key management employees and nonemployee directors. The Company plan consists of common stock options that vest generally over five years (Time Vested Options) and common stock options that vest based on the Company’s financial performance in achieving certain goals (EBITDA Vested Options). All common stock options vest immediately upon a change in control, as defined in the Plan agreement.

F-36

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

The following is a summary of the Company’s stock option plan for the years ended December 31, 2007, 2008 and 2009:

	2007				2008				2009
	Shares		Weighted- average exercise price		Shares		Weighted- average exercise price		Shares		Weighted- average exercise price
Outstanding—beginning of year	452,373		$	16.87	438,005		$	18.09	458,230		$	18.64
Granted	35,250			30.41	23,000			30.41	—			—
Exercised	(6,501	)		13.28	—			—	—			—
Forfeited/expired	(43,117	)		16.10	(2,775	)		30.41	(60,045	)		16.56
Outstanding—end of year	438,005		$	18.09	458,230		$	18.64	398,185		$	18.95
Exercisable, at end of year	100,085		$	18.79	147,814		$	19.81	174,983		$	21.04
Available for grant	99,566		$	—	79,341		$	—	139,386		$	—
Weighted-average fair value per share of options granted during the year	—		$	12.16	—		$	12.16	—		$	—
Total fair value of shares vested during the year	—		$	445,277	—		$	475,346	—		$	—

	Shares		Weighted- average fair value at grant date
Unvested, January 1, 2009	310,416		$	7.96
Vested during 2009	(44,716	)		(10.24	)
Forfeited during 2009	(42,499	)		(7.63	)
Granted during 2009	—			—
Unvested, December 31, 2009	223,201		$	7.57

Common stock options outstanding at December 31, 2009:

Expected to vest			Vested
Shares	Weighted- average remaining contractual life (years)	Weighted- average exercise price	Shares	Weighted- average remaining contractual life (years)	Weighted- average exercise price
129,046	5.52	$10.00	59,565	5.52	$10.00
39,310	6.10	23.02	57,288	6.10	23.02
54,845	7.26	30.41	58,130	7.26	30.41

There were no common stock options granted or exercised during the year ended December 31, 2009.

F-37

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

Total compensation expense related to nonvested common stock options not yet recognized as of December 31, 2009, amounts to $628 and is expected to be recognized over the next two years.

The Company recognized $736, $828 and $429 in compensation expense during the years ended December 31, 2007, 2008 and 2009, respectively. Compensation expense, which is computed on the straight line basis, is included in the caption “Personnel and related benefits” in the Statements of Operations for the periods presented.

The fair value of the common stock options was estimated using the Black-Scholes option pricing model with the following assumptions for the years ended December 31:

	2007	2008	2009
Dividend yield
Weighted-average risk free interest rate	0%	0%	0%
Expected life	4.53%	4.53%	4.58%
Expected share price volatility	5 years	5 years	5 years
	37%	37%	42%

The Company based the expected volatility on public companies with similar characteristics of the Company. The risk free interest rate is based upon the U.S. Treasury yield curve appropriate for the term of the common stock options being valued.

10. Cash incentive plan / profit sharing plan

The Company instituted a Cash Incentive Plan (“CIP”) for certain members of management and directors in January 2010. CIP awards are in units which vest upon a liquidity event (generally a sale or public offering) or at the discretion of the board of directors. The CIP units are paid in cash upon sale of the Company or common stock upon a public offering event.

The Company maintains a defined contribution plan covering all full-time employees meeting specific age and service requirements. Company contributions are discretionary and determined annually by the Board of Directors. For the years ended December 31, 2007, 2008 and 2009 respectively, the Company recorded contributions of $231, $179 and $235.

11. Business segments

Management evaluates the Company as one reporting segment. As a premium freight logistics provider, it offers single-source ground, air and ocean shipping solutions for time-sensitive, high-value and service-critical freight, with on-demand pick up and delivery to and from anywhere in the world. Substantially all of the Company’s operations are located within the United States.

The Company’s sales and receivables are concentrated across six key vertical markets. Panther’s customers include: diversified manufacturing and chemical companies, automotive manufacturers

F-38

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

and their suppliers, consumer electronics companies and retailers, medical device and pharmaceutical companies, financial institutions and banks, government agencies and defense contractors, as well as third-party logistics providers.

Information concerning the Company’s net sales by its major markets are as follows for the periods indicated below:

	Years ended December 31
	2007		2008		2009
Automotive	$	73,221	$	50,741	$	41,957
3rd party logistics		53,032		65,082		56,090
Manufacturing		40,177		39,763		27,433
Government		14,753		18,354		13,573
Life sciences		2,656		6,709		8,050
High value products		3,757		6,785		10,372
Other		2,697		2,527		357
Total	$	190,293	$	189,961	$	157,832

12. Income taxes

The following is a summary of the provision (benefit) for income taxes for the years ended December 31, 2007, 2008 and 2009:

	2007			2008			2009
Current:
Federal	$	3,067		$	407		$	(2,505	)
State		468			324			(32	)
		3,535			731			(2,537	)
Deferred:
Federal		(2,817	)		(1,232	)		(5,272	)
State		97			288			(952	)
		(2,720	)		(944	)		(6,224	)
Income tax provision (benefit)	$	815		$	(213	)	$	(8,761	)

The Company’s deferred state tax expense was negatively impacted in 2007 and 2008 by an increase in the Company’s weighted-average state tax rate. The increase was caused principally by changes in state tax apportionment resulting from the acquisition of IGL in 2007 and ETS in 2008.

F-39

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

Deferred income taxes reflect the net effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income tax assets and liabilities at December 31, 2008 and 2009, are as follows:

	2008			2009
Current deferred tax assets (liabilities):
Allowance for doubtful accounts	$	332		$	371
Self-insurance liability		537			1,418
Interest rate swap agreement		—			370
Prepaids		(420	)		(253	)
Other		(91	)		(62	)
Net current deferred tax assets	$	358		$	1,844
Long-term deferred tax assets (liabilities):
Intangible assets	$	(24,724	)	$	(20,302	)
Depreciation		(1,226	)		(962	)
Interest payable in kind		—			231
Management fees		—			417
Interest rate swap agreements		627			—
Stock compensation		824			966
Deferred financing fees		375			(43	)
Net operating losses		1,621			1,771
Other		239			240
Net long-term deferred tax liabilities	$	(22,264	)	$	(17,682	)

At December 31, 2009, the Company had Federal net operating loss carryforwards for tax reporting purposes of approximately $4,766, which expire in varying amounts through the year ended December 31, 2026.

The following is a tax rate reconciliation for the years ended December 31, 2007, 2008 and 2009:

	2007		2008			2009
Tax expense at statutory rate of 34%	$	304	$	(785	)	$	(17,699	)
State income taxes, net of federal benefit		373		404			(649	)
Goodwill impairment		0		0			9,553
Other permanent differences		28		40			33
Other		110		128			1
Income tax provision (benefit)	$	815	$	(213	)	$	(8,761	)

The Company has no unrecognized tax benefits as of January 1, 2009 or December 31, 2009 and has no accruals for interest and penalties.

F-40

Panther Expedited Services, Inc. and subsidiaries

Notes to consolidated financial statements (continued)

(Amounts in thousands, except per share data)

13. Commitments

The Company leases its offices and certain transportation equipment under operating leases, which expire at various dates through December 2014. For the years ended December 31, 2007, 2008 and 2009 amounts expensed under these leases totaled $1,300, $1,759 and $2,250, respectively.

At December 31, 2009, future minimum rental commitments for the next five years and thereafter are as follows:

Year ending December 31:
2010	$	1,718
2011		1,547
2012		1,232
2013		910
2014		540
Thereafter		410
	$	6,357

14. Related-party transactions

The Company is party to a management agreement with Fenway Partners, an affiliate of its majority shareholder. Fenway Partners provides the Company with ongoing financial advisory and strategic planning services. For these services, Fenway Partners is entitled to receive a monthly fee of $125, plus expenses. Beginning in April, 2009, the Company was prohibited under the terms of its forbearance agreement and subsequent amendment to the senior credit facility to pay this fee until certain financial covenant thresholds are met (see Note 5). The Company incurred $1,500 for management fees to Fenway Partners for each of the years ended December 31, 2007, 2008 and 2009, of which $1,125 has not been paid and is accrued at December 31, 2009 under the caption “Accrued Expense” on the Consolidated Balance Sheets. The Company also paid $480 to Fenway Partners for additional consulting services and related expenses during the year ended December 31, 2008.

During the years ended December 31, 2007, 2008 and 2009, the Company contracted for information technology consulting services with an entity owned by an officer of the Company. The Company paid $310, $281 and $237 for these services during the years ended December 31, 2007, 2008 and 2009, respectively. The Company believes the transactions were recorded at fair value.

F-41

Until                     , 2010 (the 25th day after the date of this prospectus), all dealers that effect transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution.

The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered, other than the underwriting discount. All amounts shown are estimates, except the SEC registration fee and the FINRA filing fee. The registrant has agreed to pay these costs and expenses.

SEC registration fee	$	7,130.00	(1)
FINRA filing fee	$	10,500.00
Stock exchange listing fee		*
Printing and engraving		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total		*

* To be filed by amendment.

(1) The registration fee that would otherwise be payable is completely offset against a fee previously paid to the SEC in advance of a previously filed Registration Statement.

Item 14. Indemnification of directors and officers.

The Delaware General Corporation Law or the DGCL, authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends) or (iv) for any transaction from which the director derived an improper personal benefit.

In addition, our amended and restated certificate of incorporation also provides that we must indemnify our directors and officers to the maximum extent permitted by law but in no event to a lesser extent than currently permitted by Delaware law. We also are expressly required to advance certain expenses to our directors and officers. We also may carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. Our amended and restated certificate of incorporation provides that we are the indemnitor of first resort for any director or officer who is entitled to indemnification and advancement. We believe that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

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Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee or agent of the corporation or his service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding; provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in the bylaws, we shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the Board of Directors.

Item 15. Recent sales of unregistered securities.

In the three years preceding the filing of this registration statement, we issued the following securities that were not registered under the Securities Act of 1933 or the Securities Act.

1. On November 30, 2007, we issued 11,550 shares of common stock and 80.12 shares of cumulative preferred stock to Fast Cat Enterprises, LLC. These securities were issued without registration in reliance on the exemption afforded by Section 4(2) of the Securities Act.

2. On March 24, 2008, we issued 1,644.20 shares of common stock to Andrew C. Clarke. These securities were issued without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act.

3. On October 6, 2008, we granted 2,000 stock options to employees at an exercise price of $30.41 per share. On March 1, 2008, we granted 7,000 stock options to an employee at an exercise price of 30.41 per share. On July 14, 2008, we granted 14,000 stock options to an employee at an exercise price of $30.41 per share. These options were issued pursuant to our 2006 Stock Option Plan and without registration in reliance on the exemptions afforded by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.

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4. On October 7, 2008, we issued 59,191.06 shares of common stock to the previous owners of Elite Transportation Services, LLC in connection with the acquisition thereof. On June 29, 2009, we issued 3,288.40 shares of common stock to the previous owners of Elite Transportation Services, LLC as earnout payments in connection with the acquisition of Elite Transportation Services, LLC. These securities were issued without registration in reliance on the exemption afforded by Section 4(2) of the Securities Act.

5. On August 31, 2009, we obtained $10.1 million from certain “sponsor purchasers,” in the form of Additional Senior Subordinated Notes pursuant to our amended Note Purchase Agreement. On August 31, 2009, we also issued 502,689 warrants to the holders of the Additional Subordinated Notes. The warrants have an exercise price of $0.01 per share. These securities were issued without registration in reliance on the exemption afforded by Section 4(2) of the Securities Act. See “Certain relationships and related party transactions.”

6. On January 7, 2010, we issued 799,000 units under the Panther Expedited Services, Inc. Cash Incentive Plan, or the CIP. Mike Clark’s CIP units were forfeited when he resigned in July 2010. On March 15, 2010, we issued 100,000 units to R. Louis Schneeberger under the CIP. In July 2010, we issued 25,500 CIP units to our outside directors. Upon a liquidity event, each holder of CIP units is entitled to receive cash payment; however, upon consummation of this offering, all outstanding CIP units will automatically convert to common stock, and such shares will be subject to certain resale restrictions as set forth in the CIP. These securities were issued without registration in reliance on the exemption afforded by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.

Item 16. Exhibits and financial statement schedules.

(a) Exhibits.

1.1	*	Form of Underwriting Agreement.
2.1		Contribution and Share Purchase Agreement among Panther II Transportation, Inc., PTHR Holdings, Inc., Panther Acquisition, Inc. and certain stockholders, dated as of May 22, 2005.
3.1	*	Form of Fourth Amended and Restated Certificate of Incorporation of Panther Expedited Services, Inc.
3.2	*	Form of Amended and Restated Bylaws of Panther Expedited Services, Inc.
4.1		Form of Warrant to purchase shares of the registrant’s common stock at the price of $0.01 per share.
5.1*		Opinion of Scudder Law Firm, P.C., L.L.O.
10.1		$90,000,000 Credit Facility Amended and Restated Credit Agreement among Panther II Transportation, Inc., Antares Capital Corporation, GE Capital Markets, Inc. and the other financial institutions party thereto, dated as of January 11, 2006.
10.2		Consent, Waiver and First Amendment to Amended and Restated Credit Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc. and Antares Capital Corporation, dated as of July 21, 2006.
10.3		Second Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, inc., Panther II, Inc. and Antares Capital Corporation, dated as of February 28, 2007.

II-3

10.4	Consent and Third Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integ Merger, Inc. and Antares Capital Corporation, dated as of March 20, 2007.
10.5	Fourth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc. and Antares Capital Corporation, dated as of May 23, 2007.
10.6	Fifth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of November 29, 2007.
10.7	Consent and Sixth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of October 7, 2008.
10.8	Forbearance Agreement and Seventh Amendment to Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of April 6, 2009.
10.9	First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of June 29, 2009.
10.10	Waiver and Ninth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of August 31, 2009.
10.11	Master Reaffirmation Agreement executed in connection with the $90,000,000 Credit Facility by PTHR Holdings, Inc., Panther II Transportation, Inc., Panther II, Inc. and Antares Capital Corporation to reaffirm all obligations and agreements of such persons under all collateral documents originally executed in respect of $80,000,000 Credit Facility by and among Panther Acquisition, Inc., Panther II Transportation, Inc., Antares Capital Corporation, as a Lender and as Agent for All Lenders, dated as of January 11, 2006.
10.12	Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of January 11, 2006.
10.13	Consent, Waiver and First Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of July 21, 2006.

II-4

10.14	Second Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of March 14, 2007.
10.15	Consent and Third Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integ Merger, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of March 20, 2007.
10.16	Fourth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of May 23, 2007.
10.17	Fifth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of November 20, 2007.
10.18	Consent and Sixth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of October 7, 2008.
10.19	Forbearance Agreement and Seventh Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of April 6, 2009.
10.20	First Amendment to Forbearance Agreement and Eighth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of June 29, 2009.

II-5

10.21	Waiver and Ninth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of August 31, 2009.
10.22*	Employment Agreement by and between Andrew C. Clarke and Panther II Transportation, Inc.
10.23*	Employment Agreement by and between Edward R. Wadel and Panther Expedited Services, Inc.
10.24*	Employment Agreement by and between R. Louis Schneeberger and Panther Expedited Services, Inc.
10.25	Amended and Restated Stockholders Agreement among PTHR Holdings, Inc., Fenway Panther Holdings, LLC, Daniel K. Sokolowski and other stockholders party thereto, dated as of January 11, 2006.
10.26	2005 Equity Incentive Plan.
10.27	Standard Form of Option Certificate (prior to plan amendment).
10.28*	Standard Form of Option Certificate.
10.29*	2010 Omnibus Incentive Plan.
10.30	Cash Incentive Plan.
10.31	Amended and Restated Management Advisory Agreement, dated as of April 6, 2009.
21.1	Subsidiaries of Panther Expedited Services, Inc.
23.1	Consent of Ernst & Young LLP.
23.2*	Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5.1).
23.3	Consent of SJ Consulting Group, Inc.
24.1	Power of Attorney (included on signature page).

* To be filed by amendment.

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(b) Financial statement schedules.

None.

Item 17. Undertakings.

(1) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(2) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-7

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Seville, State of Ohio, on August 5, 2010.

PANTHER EXPEDITED SERVICES, INC.
By:
	Andrew C. Clarke, Principal Executive Officer, President, Chief Executive Officer and Director

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew C. Clarke and R. Louis Schneeberger, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place, and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of Panther Expedited Services, Inc., including any filings pursuant to Rule 462(b) under the Securities Act of 1933 (the “Securities Act”), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and anything necessary to be done to enable Panther Expedited Services, Inc. to comply with the provisions of the Securities Act and all the requirements of the SEC as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Andrew C. Clarke	Principal Executive Officer, President, Chief Executive Officer and Director	August 5, 2010
R. Louis Schneeberger	Principal Financial and Accounting Officer, Chief Financial Officer	August 5, 2010
Hans O. Allegaert	Director	August 5, 2010
John Q. Anderson	Director	August 5, 2010

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Signature	Title	Date
Robert J. Clanin	Director	August 5, 2010
Raymond B. Greer	Director	August 5, 2010
Marc A. Kramer	Director	August 5, 2010
Peter D. Lamm	Director	August 5, 2010
Daniel K. Sokolowski	Director	August 5, 2010
Edward M. Straw	Director	August 5, 2010

II-9

Exhibit list

1.1*	Form of Underwriting Agreement.
2.1	Contribution and Share Purchase Agreement among Panther II Transportation, Inc., PTHR Holdings, Inc., Panther Acquisition, Inc. and certain stockholders, dated as of May 22, 2005.
3.1*	Form of Fourth Amended and Restated Certificate of Incorporation of Panther Expedited Services, Inc.
3.2*	Form of Amended and Restated Bylaws of Panther Expedited Services, Inc.
4.1	Form of Warrant to purchase shares of the registrant’s common stock at the price of $0.01 per share.
5.1*	Opinion of Scudder Law Firm, P.C., L.L.O.
10.1	$90,000,000 Credit Facility Amended and Restated Credit Agreement among Panther II Transportation, Inc., Antares Capital Corporation, GE Capital Markets, Inc. and the other financial institutions party thereto, dated as of January 11, 2006.
10.2	Consent, Waiver and First Amendment to Amended and Restated Credit Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc. and Antares Capital Corporation, dated as of July 21, 2006.
10.3	Second Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, inc., Panther II, Inc. and Antares Capital Corporation, dated as of February 28, 2007.
10.4	Consent and Third Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integ Merger, Inc. and Antares Capital Corporation, dated as of March 20, 2007.
10.5	Fourth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc. and Antares Capital Corporation, dated as of May 23, 2007.
10.6	Fifth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of November 29, 2007.
10.7	Consent and Sixth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of October 7, 2008.
10.8	Forbearance Agreement and Seventh Amendment to Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of April 6, 2009.
10.9	First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of June 29, 2009.

10.10	Waiver and Ninth Amendment to Amended and Restated Credit Agreement by and among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Key Transportation Services, Inc., Integres Global Logistics, Inc. and Antares Capital Corporation, dated as of August 31, 2009.
10.11	Master Reaffirmation Agreement executed in connection with the $90,000,000 Credit Facility by PTHR Holdings, Inc., Panther II Transportation, Inc., Panther II, Inc. and Antares Capital Corporation to reaffirm all obligations and agreements of such persons under all collateral documents originally executed in respect of $80,000,000 Credit Facility by and among Panther Acquisition, Inc., Panther II Transportation, Inc., Antares Capital Corporation, as a Lender and as Agent for All Lenders, dated as of January 11, 2006.
10.12	Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of January 11, 2006.
10.13	Consent, Waiver and First Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of July 21, 2006.
10.14	Second Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of March 14, 2007.
10.15	Consent and Third Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integ Merger, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of March 20, 2007.
10.16	Fourth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of May 23, 2007.
10.17	Fifth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of November 20, 2007.

10.18	Consent and Sixth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of October 7, 2008.
10.19	Forbearance Agreement and Seventh Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of April 6, 2009.
10.20	First Amendment to Forbearance Agreement and Eighth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of June 29, 2009.
10.21	Waiver and Ninth Amendment to Note Purchase Agreement among Panther II Transportation, Inc., Panther Expedited Services, Inc., Panther II, Inc., Elite Transportation Services, LLC, Integres Global Logistics, Inc., Key Transportation Services, Inc., York Street Mezzanine Partners L.P., York Street Mezzanine Partners II, L.P., Cuna Mutual Life Insurance Company, Members Life Insurance Company, Cuna Mutual Insurance Society, Cumis Insurance Society, Inc. and such other persons who from time to time become party thereto, dated as of August 31, 2009.
10.22*	Employment Agreement by and between Andrew C. Clarke and Panther II Transportation, Inc.
10.23*	Employment Agreement by and between Edward R. Wadel and Panther Expedited Services, Inc.
10.24*	Employment Agreement by and between R. Louis Schneeberger and Panther Expedited Services, Inc.
10.25	Amended and Restated Stockholders Agreement among PTHR Holdings, Inc., Fenway Panther Holdings, LLC, Daniel K. Sokolowski and other stockholders party thereto, dated as of January 11, 2006.
10.26	2005 Equity Incentive Plan.
10.27	Standard Form of Option Certificate (prior to plan amendment).
10.28*	Standard Form of Option Certificate.
10.29*	2010 Omnibus Incentive Plan.
10.30	Cash Incentive Plan.
10.31	Amended and Restated Management Advisory Agreement, dated as of April 6, 2009.

21.1	Subsidiaries of Panther Expedited Services, Inc.
23.1	Consent of Ernst & Young LLP.
23.2*	Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5.1).
23.3	Consent of SJ Consulting Group, Inc.
24.1	Power of Attorney (included on signature page).

* To be filed by amendment.

EX-2.1

Exhibit 2.1

EXECUTION VERSION

CONTRIBUTION

AND

SHARE PURCHASE AGREEMENT

by and among

PANTHER II TRANSPORTATION, INC.

PTHR HOLDINGS, INC.

PANTHER ACQUISITION, INC.

and

THE SHAREHOLDERS NAMED HEREIN

Dated as of May 22, 2005

Table of Contents

	Page
ARTICLE I. DEFINITIONS	2
Section 1.1  Defined Terms	2
Section 1.2   Interpretation	10
ARTICLE II. PURCHASE AND SALE OF SHARES	11
Section 2.1  Contribution of Rollover Shares	11
Section 2.2  Purchase and Sale of Purchased Shares	11
Section 2.3  The Closing	11
Section 2.4  Payment of the Purchase Price	11
Section 2.5  Transfer Taxes	12
Section 2.6  Working Capital Adjustments	13
Section 2.7  Reserve Adjustments	14
Section 2.8  Subsequent Merger	16
ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY	16
Section 3.1  Organization and Qualification	16
Section 3.2  Capitalization	16
Section 3.3  Authorization and Validity of Agreement	17
Section 3.4  Consents and Approvals	17
Section 3.5  No Violations	17
Section 3.6  Financial Statements Undisclosed Liabilities	17
Section 3.7  Compliance with Law	18
Section 3.8  Litigation	18
Section 3.9  Employee Benefit Matters	18
Section 3.10 Taxes	20
Section 3.11 Intellectual Property	21
Section 3.12 Material Contracts	23
Section 3.13 Absence of Certain Changes	25
Section 3.14 Environmental Matters	25
Section 3.15 Related Transaction	26
Section 3.16 Real Property	26
Section 3.17 Insurance	26
Section 3.18 Accounts Receivable	27
Section 3.19 Labor Matters	27
Section 3.20 Debt; Guarantees	28
Section 3.21 Customers	28
Section 3.22 Brokers and Finders	28
ARTICLE IV. INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS	28
Section 4.1  Title	28
Section 4.2  Authorization; Validity of Agreement; Necessary Action	28
Section 4.3  Consents and Approvals; No Violations	29
Section 4.4  Litigation	29
Section 4.5  Brokers and Finders	29

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ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES	29
Section 5.1     Organization and Qualification	29
Section 5.2     Authorization and Validity of Agreement	30
Section 5.3     Consents and Approvals	30
Section 5.4     No Violation	30
Section 5.5     Financing Resources	30
Section 5.6     Brokers and Finders	31
Section 5.7     Ownership; Dispositions; Acquisitions	31
ARTICLE VI. COVENANTS OF THE SHAREHOLDERS AND THE COMPANY	31
Section 6.1     Conduct of the Company	31
Section 6.2     Termination of Discussions; No Solicitations	34
Section 6.3     Management Agreement	34
ARTICLE VII. COVENANTS OF PURCHASER PARTIES	34
Section 7.1     Directors’ and Officers’ Indemnification	34
Section 7.2     Notices to Employees	35
ARTICLE VIII. COVENANTS OF PURCHASER AND THE COMPANY	35
Section 8.1     Access to Information	35
Section 8.2     Reasonable Efforts	36
Section 8.3     Certain Filings	36
Section 8.4     Public Announcements	36
Section 8.5     Survival of Representations and Warranties	37
Section 8.6     Notices of Certain Events	37
Section 8.7     Implied Warranties	37
Section 8.8     Tax Matters	37
Section 8.9     Noncompetition and Nonsolicitation	41
Section 8.10   Confidentiality	41
Section 8.11   Shareholders’ Release	42
Section 8.12   Further Assurances	42
ARTICLE IX. CONDITIONS TO THE CLOSING	42
Section 9.1     Conditions to Obligations of Each Party	42
Section 9.2     Conditions Precedent to the Obligations of the Company and the Shareholders	43
Section 9.3     Conditions Precedent to the Obligations of Purchaser	44
ARTICLE X. TERMINATION	46
Section 10.1   Termination	46
Section 10.2   Effect of Termination	47
ARTICLE XI. MISCELLANEOUS	47
Section 11.1   Notices	47
Section 11.2   Entire Agreement	49
Section 11.3   Assignment; Binding Effect	49
Section 11.4   Amendments	49
Section 11.5   Waivers	49
Section 11.6   Severability	49
Section 11.7   Captions	50
Section 11.8   Counterparts	50
Section 11.9   Governing Law	50
Section 11.10 Remedies and Limitations	50

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Section 11.11 Jurisdiction; Venue; Services of Process	50
Section 11.12 Waiver of Jury Trial	50
Section 11.13 Time of Essence	51
Section 11.14 Expenses	51
Section 11.15 Specific Performance	51
Section 11.16 Schedules; Listed Documents, etc.	51
Section 11.17 Shareholder Obligations	51
Section 11.18 Provisions Concerning Shareholders’ Representative	52

Exhibits:
Exhibit A:	Limited Guaranty
Exhibit 2.6(a)(2):	Sample Closing Balance Sheet
Exhibit 2.6(a)(3):	Sample Working Capital Statement
Exhibit 5.5:	Commitment Letter
Exhibit 6.3:	Management Agreement
Exhibit 9.2(g):	Stockholders’ Agreement
Exhibit 9.2(h):	Sokolowski Employment Agreement
Exhibit 9.3(m)(1)(i):	Fusion Assignment Agreement
Exhibit 9.3(m)(1)(ii):	Fusion Services Agreement
Exhibit 9.3(p):	Sliter Waiver
Schedules:
Schedule A:	Rollover Shares and Stock Consideration
Schedule 2.4:	Payment of the Purchase Price:
2.4 (b)(1)(B):	Change of control, profit-sharing or other payments due at Closing
2.4(b)(2):	Debt of the Company payable at Closing
Schedule 2.6(a)(1):	Accounting Standards
Schedule 2.7:	Reserve Adjustments: IBNR Factors by Policy Year
Company Disclosure Schedule

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CONTRIBUTION AND SHARE PURCHASE AGREEMENT

This CONTRIBUTION AND SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into this 22nd day of May, 2005, by and among Panther II Transportation, Inc., an Ohio corporation (the “Company”), PTHR Holdings, Inc. a Delaware corporation (“Holdings”), Panther Acquisition, Inc., an Ohio corporation (the “ Purchaser “) and Ellen A. Amato, as trustee of the Amato FLIT Trust U/A/D 12/31/03 (the “Amato FLIT”), Craig T. Amato (“Amato”), individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust (the “ GRAT “ and together with the Amato FLIT, the “Amato Trusts ”) and Daniel K. Sokolowski (“Sokolowski”), individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 (the “Sokolowski Revocable Trust”) (Amato, the Amato Trusts, Sokolowski and the Sokolowski Revocable Trust are sometimes collectively referred to herein as the “Shareholders”).

RECITALS

WHEREAS, the Company provides ground expedite and for charter services (the “ Business “) through its distribution centers in Medina, Ohio, Toledo, Ohio, Chicago, Illinois and Charlotte, North Carolina;

WHEREAS, Holdings owns 100% of the issued and outstanding capital stock of the Purchaser;

WHEREAS, the Shareholders are the record and beneficial owners of all of the outstanding shares of capital stock of the Company which consist of 1,010 shares of Class A no par voting shares and 9,090 shares of class B no par common nonvoting shares (the “Shares”);

WHEREAS, Amato or Members of the Immediate Family of Amato are beneficiaries of the Amato Trusts and whereas, by virtue of such interest in the Amato Trusts, Amato will benefit from payment of the Total Purchase Price, and the other covenants and agreements of the Purchaser, pursuant to this Agreement;

WHEREAS, Sokolowski or Members of the Immediate Family of Sokolowski are beneficiaries of the Sokolowski Revocable Trust and whereas, by virtue of such interest in the Sokolowski Revocable Trust will benefit from the payment of the Total Purchase Price, and the other covenants and agreements of the Purchaser, pursuant to this Agreement;

WHEREAS, on the date hereof, Fenway Partners Capital Fund II, L.P. and the Shareholders are entering into a Limited Guaranty in the form attached hereto as Exhibit A .

WHEREAS, the Sokolowski Revocable Trust (the “Rollover Shareholder”) desires to contribute the Shares set forth on Schedule A hereto (the “Rollover Shares”) to Holdings in exchange for shares of common stock, $0.01 par value, of Holdings (the “ Holdings Common Stock”) and shares of 12% Cumulative Preferred Stock, $0.01 par value, of Holdings (the “Holdings Preferred Stock” and together with the Holdings Common Stock the “Holdings Stock”) as set forth on Schedule A hereto (the “Stock Consideration”) and, immediately thereafter, Holdings desires to cause the contribution of the Rollover Shares to the Purchaser (such transactions, collectively, the “Rollover”);

WHEREAS, the Purchaser desires to purchase from the Shareholders, and the Shareholders desire to sell to the Purchaser, all of the Shares owned by the Shareholders other than the Rollover Shares (the“Purchased Shares”) upon the terms and conditions set forth in this Agreement;

WHEREAS, prior to the contribution of the Rollover Shares to Holdings, Fenway Panther Holdings, LLC (the“Holdings Shareholder”) proposes to contribute approximately $76,000,000 to the capital of Holdings (the“Holdings Contribution”), which will in turn be contributed by Holdings to the Purchaser, in order to finance, in part, the purchase of the Purchased Shares and, immediately following the Holdings Contribution and the Rollover, the Holdings Shareholder and the Rollover Shareholder shall beneficially own not less than 90% of each class of outstanding shares of capital stock of Holdings;

WHEREAS, the contribution of the Rollover Shares to Holdings that is contemplated by this Agreement is intended to qualify as tax-free under Section 351 of the Code to the extent permitted under applicable law; and

WHEREAS, certain capitalized terms used in this Agreement are defined in Section 1.1 of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Defined Terms. When used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Standards” has the meaning set forth in Section 2.6(a).

“Affiliate” means with respect to any specified Person (i) a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person, including each Subsidiary of such specified Person (including, in the case of the Company and its Subsidiary, their respective shareholders, directors, officers and employees), (ii) a Member of the Immediate Family of any of the foregoing Persons and (iii) each Affiliate (as defined in clauses (i) and (ii) above) of each of the foregoing Persons described in clauses (i) and (ii) above). For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or by contract, credit arrangement or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble.

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“Alternative Transaction” means, with respect to the Company and its Subsidiary, any transaction or series of related transactions involving (a) the sale of all or substantially all of the assets of the Company and its Subsidiary, (b) the sale of Shares of the Company or its Subsidiary, (c) a merger, consolidation, recapitalization or similar transaction involving the Company or its Subsidiary or (d) any similar transaction or alternative to the transactions contemplated hereby.

“Amato” has the meaning set forth in the preamble.

“Amato FLIT” has the meaning set forth in the preamble.

“Amato Trusts” has the meaning set forth in the preamble.

“Balance Sheet Date” means December 31, 2004.

“Breach” means any inaccuracy in or breach of, or any failure to perform or comply with, a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement.

“Business” has the meaning set forth in the Recitals.

“Business Day” shall mean any day of the year, other than a Saturday, Sunday or any day on which banks are required or authorized to close in New York, New York.

“Cash Purchase Price” has the meaning set forth in Section 2.4(a).

“Closing” has the meaning set forth in Section 2.3.

“Closing Balance Sheet” has the meaning set forth in Section 2.6(c).

“Closing Date” has the meaning set forth in Section 2.3.

“Closing Debt Payment Amount” has the meaning set forth in Section 2.4(b)(2).

“Closing Payment Certificate” has the meaning set forth in Section 2.4(c).

“Closing Reserve Amount” has the meaning set forth in Section 2.7(c).

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Commitment Letter” has the meaning set forth in Section 5.5.

“Company” has the meaning set forth in the preamble.

“Company Benefit Plans” means all Employee Benefit Plans sponsored, contributed to or maintained by the Company or its Subsidiary for the benefit of current or former employees of the Company or its Subsidiary or with respect to which the Company or its Subsidiary could reasonably be expected to have any liability (contingent or otherwise).

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“Company Disclosure Schedule ” means the Disclosure Schedule delivered by the Company to Purchaser simultaneously with the execution and delivery of this Agreement.

“Company Intellectual Property” means Company Software and all other Intellectual Property used in the conduct of the business of the Company or its Subsidiary.

“Company Material Adverse Effect” means any change in or effect on the business, results of operations or condition (financial or otherwise) of the Company that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or condition (financial or otherwise) of the Company and its Subsidiary, taken as a whole.

“Company Software” means Owned Software and Licensed Software.

“Company Tax Return” has the meaning set forth in Section 8.8(b)(3).

“Confidentiality Agreement” has the meaning set forth in Section 8.1.

“Contract” means any written or oral note, bond, mortgage, indenture, lease, contract, agreement, obligation or commitment.

“Current Insurance Policies” has the meaning set forth in Section 3.17.

“D&O Indemnitee” has the meaning set forth in Section 7.1(a).

“Debt” means all obligations (including all obligations in respect of principal, accrued interest, penalties, fees and premiums) (a) for borrowed money (including overdraft facilities), (b) evidenced by notes, bonds, debentures or similar contractual obligations, (c) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (d) under capital leases (in accordance with GAAP), (e) in respect of letters of credit and bankers’ acceptances, (f) for contractual obligations relating to interest rate protection, swap agreements and collar agreements and (g) in the nature of guarantees of the obligations described in clauses (a) through (f) above of any other Person or entity. For the avoidance of doubt, Debt does not include any Liabilities of the Company relating to payments made in escrow to the Company by owner operators with respect to the Qualcomm equipment and insurance premiums and interest thereon, which are each included in the definition of Working Capital as accounts payable insurance, Qualcomm escrow account and accrued escrow interest, as the case may be.

“Dispute Notice” has the meaning set forth in Section 2.6(d).

“Employee Benefit Plan” means each plan, program, policy, payroll practice, contract, agreement or other arrangement, whether or not subject to ERISA, whether formal or informal, oral or written, providing for compensation, severance, termination pay, performance awards, profit sharing, bonus stock option, stock purchase, restricted stock, equity-based compensation, deferred compensation, change-in-control, pension, retirement, medical, dental, life insurance, disability, education reimbursement, vacation, sick pay, paid time off, fringe benefits or other

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employee benefits of any kind, including, without limitation, each “employee benefit plan”, within the meaning of Section 3(3) of ERISA.

“Environmental Laws” means any law, regulation, or other applicable requirement relating to: (a) releases or threatened release of a Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

“Environmental Matters” means any matters arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including, without limitation, any of the foregoing relating to the use, generation, transport, treatment, storage, or disposal of any Hazardous Substances.

“Environmental Permits” has the meaning set forth in Section 3.14(b).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Closing Balance Sheet” has the meaning set forth in Section 2.6(a).

“Estimated Closing Reserve Amount” has the meaning set forth in Section 2.7(a).

“Estimated Working Capital Statement” has the meaning set forth in Section 2.6(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Financing” has the meaning set forth in Section 5.5.

“Final Working Capital Statement” has the meaning set forth in Section 2.6(e).

“Financial Statements” means the audited balance sheet, statement of income and statement of shareholders equity for the Company for the years ended December 31, 2002 (on a tax-accounting basis) and December 31, 2003 and December 31, 2004 (each on a GAAP-accounting basis) and the unaudited balance sheet dated as of March 31, 2005 and the statement of income and statement of shareholders equity for the period ended March 31, 2005.

“Fusion” has the meaning set forth in Section 9.3(m)(1).

“GAAP” means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved.

“Governmental Entity” means any government or any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, federal, state, local or foreign.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity.

5

“GRAT” has the meaning set forth in the preamble.

“Hazardous Substance” means any pollutant, contaminant or toxic or hazardous material (including toxic mold), substance or waste, or petroleum or any fraction thereof.

“Holdings” has the meaning set forth in the preamble.

“Holdings Common Stock” has the meaning set forth in the Recitals.

“Holdings Contribution” has the meaning set forth in the Recitals.

“Holdings Preferred Stock” has the meaning set forth in the Recitals.

“Holdings Shareholder” has the meaning set forth in the Recitals.

“Holdings Stock” has the meaning set forth in the Recitals.

“HSR Act” has the meaning set forth in Section 3.4.

“Insurance Policies” has the meaning set forth in Section 3.17.

“Intellectual Property” means all embodiments of, and the entire right, title and interest in and to all proprietary rights of every kind and nature in, including all rights and interests pertaining to or deriving from, any of: (i) patents, copyrights, mask work rights, technology, know-how, processes, trade secrets, algorithms, inventions, works, proprietary data, databases, formulae, research and development data and Software; (ii) trademarks, trade names, service marks, service names, brands, trade dress and logos, and the goodwill associated therewith; (iii) domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature, however denominated, throughout the world in all media now known or hereafter created; and (iv) any and all registrations, applications, recordings, licenses, common-law rights and Contracts relating to any of the foregoing.

“IRS” means the Internal Revenue Service.

“knowledge of the Company” means the actual knowledge after due inquiry of Craig T. Amato, Daniel K. Sokolowski, John Sliter, Ed Wadel and Rick Buffington.

“Liabilities” means any and all debts, liabilities, losses, costs, expenses and damages, including those arising under any law, Proceeding or Governmental Order and those arising under any Contract.

“Licensed Software” means all Software that is owned by any third party and that is licensed to and used by the Company or its Subsidiary in the conduct of their businesses, excluding any off-the-shelf shrink wrapped or click-wrap software other than open source software.

“Lien” means any charge, claim, community or other marital property interest, condition, equitable interest, lien, license, option, pledge, security interest, mortgage, right of way,

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easement, encroachment, servitude, right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to, or condition governing the use, construction, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“Material Contracts” has the meaning set forth in Section 3.12.

“Members of the Immediate Family” means, with respect to any individual, (a) such individual’s spouse, (b) each parent, brother, sister or child of such individual or such individual’s spouse, (c) the spouse of any Person described in clause (b) above, (d) each child of any Person described in clauses (a), (b) or (c) above, (e) each trust created solely for the benefit of one or more of the Persons described in clauses (a) through (d) above and (f) each custodian or guardian of any property of one or more of the Persons described in clauses (a) through (e) above in his capacity as such custodian or guardian.

“OGCL” means the Ohio General Corporation Law.

“Ordinary Course of Business” means an action taken by any Person in the ordinary course of such Person’s business which is consistent with the past customs and practices of such Person (including past practice with respect to quantity, amount, magnitude and frequency, standard employment and payroll policies and past practice with respect to management of working capital) which is taken in the ordinary course of the normal day-to-day operations of such Person.

“Organizational Documents” has the meaning set forth in Section 3.1.

“Other Filings” means any filings required to be filed by the Company or Purchaser with any Governmental Entity under the Securities Act, the Exchange Act, any stock exchange rule or any other federal, state, local or foreign laws in connection with the transactions contemplated hereby other than HSR Act.

“Owned Software” means all Software used by the Company and its Subsidiary in the conduct of their businesses that is owned or purported to be owned by the Company or its Subsidiary.

“Panther II” has the meaning set forth in Section 3.1.

“Party” means Company, Purchaser, Holdings, the Shareholders’ Representative, or any Shareholder as the case may be.

“Per Share Consideration” means an amount equal to (A) the Total Purchase Price less the sum of the amounts payable pursuant to Section 2.4(b)(1)(A) and 2.4(b)(1)(B) divided by (B) the aggregate number of Shares issued and outstanding on the Closing Date.

“Permit” means any license, franchise, permit, consent, concession, order, approval, authorization or registration from, of or with a Governmental Entity.

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“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies not yet delinquent or the amount or validity of which is being challenged in good faith by appropriate proceedings and for which adequate reserves are maintained on the financial statements of the Company and its Subsidiary as of the Closing Date; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the Ordinary Course of Business securing obligations that are not overdue or which are being contested in good faith by appropriate proceedings (and for which adequate reserves are maintained on the financial statements of the Company and its Subsidiary as of the Closing Date in conformity with GAAP); (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the Ordinary Course of Business, (e) all survey exceptions and matters of record, including, without limitation, UCC financing statements, mortgages, easements, reciprocal easement agreements and other encumbrances on title to real property, (f) all applicable zoning, entitlement, conservation restrictions and other land use and environmental regulations and (g) all exceptions, restrictions, easements, charges, rights-of-way and other Liens set forth in any Permits, Governmental Orders or any law, regulation or ordinance of any Governmental Entity applicable to the Company or its Subsidiary or any of their respective properties.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Entity.

“Pre-Closing Period” means any Taxable Period ending on or before the Closing Date.

“Pro Rata Share” means, with respect to any Shareholder, a percentage equal to the quotient of (i) the number of Shares owned by such Shareholder divided by (ii) the aggregate number of Shares outstanding, in each case as of the date hereof and as of immediately prior to the Closing as set forth in Section 3.2(a) of the Company Disclosure Schedule.

“Proceeding” means any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by or before any Governmental Authority.

“Purchased Shares” has the meaning set forth in the Recitals.

“Purchaser” has the meaning set forth in the preamble.

“Purchaser Parties” has the meaning set forth in Article V.

“Real Property” means the real property leased by the Company or its Subsidiary, as tenant, together with, to the extent leased by the Company or its Subsidiary, all buildings and other structures, facilities or improvements currently located thereon, all fixtures, systems and equipment attached or appurtenant thereto.

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“Reserve Deduction” has the meaning set forth in Section 2.7(b).

“Retention Period” has the meaning set forth in Section 8.8(h).

“Rollover” has the meaning set forth in the Recitals.

“Rollover Shares” has the meaning set forth in the Recitals.

“Rollover Shareholder” has the meaning set forth in the Recitals.

“S Corporate Return” has the meaning set forth in Section 8.8(b)(1).

“Scheduled Intellectual Property” has the meaning set forth in Section 3.11(a).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” has the meaning set forth in the Recitals.

“Shareholders” has the meaning set forth in the preamble.

“Shareholders’ Representative” means Sokolowski and Amato, acting jointly, as representative for the Shareholders.

“Software” means computer software or firmware in any form, including but not limited to computer instructions, commands, programs, modules, routines, procedures, rules, libraries, macros, algorithms, tools, and scripts, and all documentation of or for any of the foregoing.

“Sokolowski” has the meaning set forth in the preamble.

“Sokolowski Revocable Trust” has the meaning set forth in the preamble.

“Stock Consideration” has the meaning set forth in the Recitals.

“Straddle Period” means any Taxable Period that begins before and ends after the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture, or other legal entity of which such Person owns, directly or indirectly (including through or together with any other Subsidiary), more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Tax” means any net income, gains, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, withholding, payroll, employment, excise, severance, stamp, capital stock, occupation, property, environmental or windfall profits tax, or other like assessment or charge of any kind whatsoever,

9

together with any interest, penalty, addition to tax or additional amount imposed by any tax authority responsible for the imposition of any such tax (domestic or foreign).

“Tax Controversy” has the meaning set forth in Section 8.8(g).

“Tax Return” means any return, declaration or information return relating to Tax, including any schedule or attachment thereto, and including any amendment thereto, required to be filed with any tax authority.

“Taxable Period” means any taxable year or any other period that is treated as a taxable year (or other period, in the case of a Tax imposed with respect to such other period; e.g., a quarter) (including a Straddle Period) with respect to which any Tax may be imposed under any applicable statute, rule or regulation.

“Termination Date” means July 14, 2005.

“Total Purchase Price” has the meaning set forth in Section 2.4(a).

“Transaction Expenses” means the fees and expenses of the Company, its Subsidiary and the Shareholders incurred in connection with the negotiation and the consummation of the transactions contemplated hereby that have not been paid prior to the Closing.

“Transfer Taxes” has the meaning set forth in Section 2.5.

“Working Capital” means the current assets of the Company (consisting of the cash and cash equivalents, prepaid truck insurance, Panther employee advance, employee advance, advances-comcheck, accounts receivable (net of allowance for doubtful accounts), and accounts receivable - fuel surcharge line item accounts set forth on Schedule 2.6(a)(3)) less the current liabilities of the Company (consisting of the accounts payable - operations, accounts payable - insurance, Qualcomm escrow account, accrued escrow interest, accrued franchise tax, accrued pension/profit sharing, accrued personal property taxes, unrendered services - brokers, accrued wages, fuel surcharge payable, bank overdraft and accrued income taxes line item accounts set forth on Schedule 2.6(a)(3)), in each case as determined in accordance with the Accounting Standards. For the avoidance of doubt, none of (i) the IBNR insurance accrual, (ii) the current portion of Debt paid pursuant to Section 2.4(b)(2) or (iii) Transaction Expenses paid pursuant to Section 2.4(b)(1)(A), will be treated as a current liability for purposes of the definition or calculation of Working Capital.

“Working Capital Referee” has the meaning set forth in Section 2.6(e).

“Working Capital Statement” has the meaning set forth in Section 2.6(c).

“Zurich” means Zurich American Insurance Company.

Section 1.2 Interpretation. Meanings specified in this Agreement shall be applicable to both the singular and plural forms of such terms and to the masculine, feminine and neuter genders, as the context requires and the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”. In the event an ambiguity or question

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of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

ARTICLE II.

PURCHASE AND SALE OF SHARES

Section 2.1 Contribution of Rollover Shares. At the Closing, subject to the terms and conditions of this Agreement, the Rollover Shareholder will contribute to Holdings the Rollover Shares held by such Rollover Shareholder free and clear of all Liens, accompanied by certificates evidencing such Rollover Shares duly endorsed (or accompanied by duly executed stock transfer powers), and Holdings will accept from the Rollover Shareholder, all of the Rollover Shares. At the Closing, as consideration for the Rollover Shares, Holdings will issue to the Rollover Shareholder certificates representing the Stock Consideration, to which the parties assign an aggregate value of $11,000,000.

Section 2.2 Purchase and Sale of Purchased Shares. Subject to compliance with all the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants set forth herein, the Shareholders will sell, transfer and deliver to the Purchaser, and the Purchaser will purchase from the Shareholders free and clear of all Liens, all of the Purchased Shares in exchange for the Cash Purchase Price (as defined below).

Section 2.3 The Closing. Unless this Agreement is sooner terminated as provided in Article X, upon the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Dorsey & Whitney, LLP, 250 Park Avenue, New York, New York at a mutually convenient time on the later to occur of (i) June 9, 2005 and (ii) the date that is three Business Days following the satisfaction of the conditions set forth in Article IX, or at such other time or date as the Parties hereto may agree. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date”.

Section 2.4 Payment of the Purchase Price.

(a) Total Purchase Price. The aggregate consideration for all of the outstanding capital stock of the Company will be $142,000,000 less the Closing Debt Payment Amount (the “Total Purchase Price”), consisting of (i) $131,000,000, less the Closing Debt Payment Amount, payable in cash (the “Cash Purchase Price”) and (ii) the Stock Consideration. The Total Purchase Price and the Cash Purchase Price shall be subject to adjustment as set forth in Sections 2.6 and 2.7.

(b) Payment of Cash. At the Closing, against delivery to the Purchaser of certificates evidencing the Purchased Shares duly endorsed (or accompanied by duly executed stock transfer powers), the Purchaser will pay, by wire transfer of immediately available funds:

(1) the Cash Purchase Price, as follows:

(A)to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, the aggregate amount required to pay and satisfy in full the Transaction Expenses;

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(B) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, the aggregate amount required to pay and satisfy in full all change of control, profit-sharing or other payments due or otherwise payable at the Closing in the amount and to the Persons identified on Schedule 2.4(b)(1)(B); and

(C) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate, to each Shareholder, an amount equal to the Per Share Consideration multiplied by the number of Shares owned by such Shareholder which are Purchased Shares; and

(2) to such account or accounts as the Shareholders’ Representative specifies to the Purchaser in the Closing Payment Certificate in accordance with instructions provided to the Company by holders of Debt of the Company and its Subsidiary, the aggregate amount necessary to satisfy and extinguish all Debt of the Company and its Subsidiary identified on Schedule 2.4(b)(2), including all principal, accrued interest, penalties and premiums thereon through the date on which such Debt is satisfied and extinguished, as set forth on the Closing Payment Certificate (the “Closing Debt Payment Amount”).

Notwithstanding anything in the foregoing to the contrary, prior to the Closing, the Purchaser and the Shareholders will, each acting reasonably and in good faith, determine jointly the amount, if any, of any withholding Taxes required under the Code or any applicable law to be deducted and withheld from the Cash Purchase Price at Closing and the Purchaser will thereupon be entitled to deduct and withhold from the Cash Purchase Price any such amounts. To the extent that any such amounts are so deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid to the Shareholder or other Person in respect of which such deduction and withholding was made.

(c) Closing Payment Certificate. Not later than two Business Days prior to the Closing, the Shareholders’ Representative will furnish to the Purchaser a certificate, in form and substance reasonably satisfactory to the Purchaser (the “Closing Payment Certificate”), signed by the Company, the Shareholders’ Representative and each of the Shareholders, dated the Closing Date, that sets forth each party entitled to a payment pursuant to Section 2.4(b) and the amount of the cash payment due to such Person, the aggregate amount of which shall not exceed the Cash Purchase Price, as adjusted pursuant to Section 2.6(b) and Section 2.7(b), plus the Closing Debt Payment Amount. Holdings and the Purchaser will be entitled to rely conclusively on the amounts set forth in the Closing Payment Certificate.

Section 2.5 Transfer Taxes. Purchaser, on the one hand, and the Shareholders, jointly and severally, on the other, shall each assume liability for, and shall each pay, one-half of the aggregate amount of all sales, use, transfer, real property transfer, documentary, recording, stock transfer and similar Taxes and fees, and any deficiency, interest or penalty asserted with respect

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thereof (collectively, “ Transfer Taxes “) arising out of or in connection with the transactions effected pursuant to this Agreement. The Company, or other party required by law, shall timely file all necessary documentation and Tax Returns with respect to such Transfer Taxes.

Section 2.6 Working Capital Adjustments.

(a) Estimated Balance Sheet. The Company will, in consultation with the Purchaser and in good faith, prepare or cause to be prepared and delivered to the Purchaser not later than three Business Days prior to the Closing Date, an estimated consolidated balance sheet of the Company as of immediately prior to the Closing (the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its estimate of the Working Capital as of immediately prior to the Closing as reflected on the Estimated Closing Balance Sheet (the “Estimated Working Capital Statement”). The Estimated Closing Balance Sheet and the Estimated Working Capital Statement will be (i) subject to the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed), and (ii) prepared in accordance with (A) GAAP as in effect on the date hereof and (B) the accounting methodologies set forth on Schedule 2.6(a)(1) (clauses (A) and (B) collectively, the “Accounting Standards”), and will be prepared in a form and manner in and on a basis consistent with the form and manner in and basis on which the Sample Closing Balance Sheet and Sample Working Capital Statement attached hereto as Exhibit 2.6(a)(2) and Exhibit 2.6(a)(3) , respectively (which, solely for illustrative purposes, assume that the Closing occurred on March 31, 2005), were prepared.

(b) Adjustment to Cash Purchase Price. If the Working Capital reflected on the Estimated Working Capital Statement is less than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the amount of such shortfall on a dollar-for-dollar basis. If the Working Capital reflected on the Estimated Working Capital Statement is greater than $12,750,000, the Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be increased by the amount of such excess on a dollar-for-dollar basis.

(c) Closing Balance Sheet. As promptly as reasonably practicable and in any event within forty-five days after the Closing Date, Holdings will prepare or cause to be prepared, and will provide to the Shareholders’ Representative, a consolidated balance sheet of the Company as of immediately prior to the Closing Date (the “Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its determination of the Working Capital as of immediately prior to the Closing Date as reflected on the Closing Balance Sheet (the “Working Capital Statement”). The Closing Balance Sheet and the Working Capital Statement will be prepared in accordance with the Accounting Standards and in a manner and on a basis consistent with the manner in and basis on which the Estimated Closing Balance Sheet and the Estimated Working Capital Statement were prepared by the Company and approved by the Purchaser (the “Accounting Standards”). The Shareholders’ Representative will have reasonable access to the work papers and related books and records used by the Purchaser in the preparation of the Closing Balance Sheet and the Working Capital Statement.

(d) Dispute Notice. The Closing Balance Sheet and the Working Capital Statement will be final, conclusive and binding on the parties (and will be deemed to constitute a “Final Working Capital Statement” pursuant to Section 2.6(e)) unless the Shareholders’ Representative provides a written notice (a “Dispute Notice”) to the Purchaser no later than the fifteenth Business Day after delivery of the Working Capital Statement setting forth in

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reasonable detail (a) any item on the Closing Balance Sheet and/or the Working Capital Statement that the Shareholders’ Representative believes has not been prepared in accordance with the Accounting Standards and (b) the correct amount of such item in accordance with the Accounting Standards. Any item or amount as to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the parties.

(e) Resolution of Disputes. The Company and the Shareholders’ Representative will attempt to resolve the matters raised in a Dispute Notice in good faith. Ten Business Days after delivery of the Dispute Notice, either the Company or the Shareholder’ Representative may provide written notice to the other that it elects to submit the disputed items to PricewaterhouseCoopers, or another nationally recognized independent accounting firm chosen jointly by the Company and the Shareholders’ Representative (the “Working Capital Referee”). The Working Capital Referee will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Standards. The final consolidated balance sheet of the Company as of the Closing Date and the related statement of the Working Capital on the Closing Date as reflected on such balance sheet as so determined by the Working Capital Referee shall be referred to as the “Final Working Capital Statement.” The fees and expenses of the Working Capital Referee will be shared equally by the Shareholders and the Purchaser, and the decision of the Working Capital Referee with respect to the items of the Closing Balance Sheet and the Working Capital Statement submitted to it will be final, conclusive and binding on the parties. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee, including granting the Working Capital Referee access to such books and records as the Working Capital Referee shall reasonably request, and to cause the Working Capital Referee to resolve any dispute no later than thirty Business Days after the appointment of the Working Capital Referee.

(f) Working Capital Adjustment. Promptly, and in any event no later than the fifth Business Day after determination of the Final Working Capital Statement pursuant to Section 2.6(d) or 2.6(e):

(1) if the Working Capital reflected on the Final Working Capital Statement is less than the Working Capital reflected on the Estimated Working Capital Statement, then each Shareholder shall be obligated, on a several basis, to pay to the Company its Pro Rata Share of the amount of such shortfall by wire transfer of immediately available funds.

(2) if the Working Capital reflected on the Final Working Capital Statement is greater than the Working Capital reflected on the Estimated Working Capital Statement, then the Company will pay to each Shareholder its Pro Rata Share of the amount of such excess by wire transfer of immediately available funds.

Section 2.7 Reserve Adjustments.

(a) Estimated Reserve Adjustment Calculation. The Company will cause Zurich to prepare and deliver to the Purchaser not later than three Business Days prior to the Closing Date, (i) a listing of all historical auto liability losses, including loss expenses, by policy

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year for the Company’s large deductible program period from December 31, 2000 through the Closing Date, including for each claim, paid loss, paid expense, outstanding loss, and outstanding expense and (ii) a listing of the number of trucks/trailers covered by the Company’s large deductible program from December 31, 2000 through the Closing Date by policy year. The Company will also cause Zurich to prepare and will deliver to the Purchaser not later than three Business Days prior to the Closing Date, an exhibit showing the estimated large deductible loss and expense reserves for the Company’s auto liability exposures as of the Closing Date by policy year. For each policy year, the estimated closing reserve amount will be the aggregate reserves, limited to the Company’s deductible retention, by policy year from the loss listing provided by Zurich (policy year case reserves as of the Closing Date) multiplied by the applicable policy year IBNR factor as of the Closing Date as set forth in Schedule 2.7 hereto (the aggregate amount of the estimated closing reserve amount for all applicable policy years, determined in accordance with this Section 2.7(a), shall be referred to as the “Estimated Closing Reserve Amount”). The Estimated Closing Reserve Amount will be subject to the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed).

(b) Adjustment to Cash Purchase Price. The Cash Purchase Price payable at Closing pursuant to Section 2.4 shall be reduced by the greater of (i) the Estimated Closing Reserve Amount or (ii) $1,125,000 (the amount of such reduction shall be referred to as the “Reserve Deduction”).

(c) Post-Closing Reserve Adjustment Calculation. Within 15 Business Days following February 15, 2006, the Company will cause Zurich to prepare and deliver to the Shareholders’ Representative, (i) a listing of all historical auto liability losses, including loss expenses, by policy year for the Company’s large deductible program period from December 31, 2000 through the Closing Date valued as of February 15, 2006, including for each claim, paid loss, paid expense, outstanding loss, and outstanding expense, and (ii) a listing of the number of trucks/trailers covered by the Company’s large deductible program from December 31, 2000 through the Closing Date by policy year updated as of February 15, 2006. The Company will also cause Zurich to prepare, and will deliver to the Shareholders’ Representative, an exhibit showing the estimated large deductible loss and expense reserves for the Company’s auto liability exposures as of the Closing Date, including for each claim, paid loss, paid expense, outstanding loss, and outstanding expense, based on losses valued as of February 15, 2006 by policy year. For each policy year, the closing reserve amount will be the aggregate reserves, limited to the Company’s deductible retention, by policy year from the loss listing provided by Zurich valued as of February 15, 2006 (policy year case reserves as of February 15, 2006) multiplied by the applicable policy year IBNR factor as of February 15, 2006 as set forth in Schedule 2.7 (the aggregate amount of the closing reserve amount for all applicable policy years, determined in accordance with this Section 2.7(c), shall be referred to as the “Closing Reserve Amount”). The Shareholders will have reasonable access to the work papers used by the Company in the calculation of the Closing Reserve Amount.

(d) Purchase Price Adjustment. Promptly, and in any event no later than the fifth Business Day, after determination of the Closing Reserve Amount pursuant to Section 2.7(c):

(1) if the Closing Reserve Amount exceeds the Reserve Deduction, then each Shareholder shall be obligated, on a several basis, to pay to the Company its Pro Rata Share of the amount of such excess by wire transfer of immediately available funds.

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(2) if the Closing Reserve Amount is less than the Reserve Deduction, then the Company will pay to each Shareholder its Pro Rata Share of the amount of such shortfall by wire transfer of immediately available funds.

Section 2.8 Subsequent Merger. As soon as practicable after the Closing, upon the filing of a certificate of merger as provided in Section 1702.43 of the OGCL and pursuant to resolutions of the boards of directors of the Purchaser and the Company, the Purchaser will be merged with and into the Company, the separate organizational existence of the Purchaser will cease and the Company will continue as the surviving corporation and as a wholly-owned Subsidiary of Holdings.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Shareholders hereby jointly and severally represent and warrant to Holdings and the Purchaser as follows:

Section 3.1 Organization and Qualification. The Company is duly formed, validly existing and in good standing under the laws of the State of Ohio, has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is in good standing and duly qualified to do business in each jurisdiction in which the transaction of its business makes such qualification necessary, except where the failure to be so organized, existing, qualified and in good standing or to have such power or authority would not have a Company Material Adverse Effect. The Company does not have any Subsidiaries except for Panther II, Inc. (“Panther II”) which is wholly owned by the Company and employs individuals who perform services for the Company. Panther II has no assets and conducts no activities other than the employment of the individuals indicated. Except as disclosed in Section 3.1 of the Company Disclosure Schedule, the Company’s ownership of the shares of Panther II is free and clear of all Liens. True and complete copies of the articles of incorporation and codes of regulations (collectively, the “Organizational Documents”) of the Company and its Subsidiary, each as amended to date and currently in full force and effect, have been made available to Purchaser.

Section 3.2 Capitalization.

(a) The authorized capital stock of the Company consists of 10,100 Shares. As of the date of this Agreement, 10,100 Shares are issued and outstanding, of which 1,010 shares are Class A no par common voting shares and 9,090 are Class B no par common nonvoting shares, and no Shares are held in treasury. All outstanding Shares are validly issued, fully paid and nonassessable and are not subject to preemptive rights except as provided in the Close Corporation Agreement between the Shareholders which will be terminated before the Closing Date. Section 3.2(a) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of the Shareholders and the number of Shares held by each such Shareholder. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding

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subscriptions, options, warrants, calls, rights, commitments or any other agreements to which the Company is a party or by which the Company is bound which obligate the Company to (i) issue, deliver or sell or cause to be issued, delivered or sold any additional Shares or any other capital stock of the Company or any other securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, any such Shares or any other capital stock of the Company or (ii) purchase, redeem or otherwise acquire any Shares or any other capital stock of the Company. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

(b) Except for Panther II and as set forth in Section 3.2(b) of the Company Disclosure Schedule, the Company does not have any Subsidiaries nor does it presently own, directly or indirectly, any capital stock or other proprietary interest in any Person. Except as set forth in Section 3.2(b) of the Company Disclosure Schedule all such interests are owned by the Company and are held free and clear of all Liens.

Section 3.3 Authorization and Validity of Agreement. The Company has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The Company has duly authorized the execution, delivery and performance of this Agreement and no other proceedings on the part of the Company are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section 3.4 Consents and Approvals. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will require on the part of the Company any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (a) for any applicable filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or (b) as set forth in Section 3.4 of the Company Disclosure Schedule.

Section 3.5 No Violations. Except as set forth in Section 3.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or violate the Organizational Documents of the Company or its Subsidiary, (b) result in a violation or breach of, constitute a default (with or without notice or lapse of time, or both) under, give rise to any right of termination, cancellation or acceleration of, or result in the imposition of any Lien, on any assets or property of the Company pursuant to, any Material Contract to which the Company is a party or by which the Company or any of its assets or properties are bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its Subsidiary or any of their respective assets and properties.

Section 3.6 Financial Statements Undisclosed Liabilities. The Financial Statements have been previously made available to Purchaser. Each of the balance sheets included in the

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Financial Statements (including any related notes and schedules thereto) fairly presents, in all material respects, the financial position of the Company as of its date, and each of the statements of income included in the Financial Statements (including any related notes and schedules thereto) fairly presents, in all material respects, the results of operations of the Company for the periods set forth therein, in each case in accordance with the books and records of the Company and GAAP (except that such Financial Statements which are unaudited do not contain all of the footnotes required under GAAP and are subject to year-end adjustments and the Financial Statements for the year ended December 31, 2002 were prepared on a tax-accounting basis). Neither the Company nor its Subsidiary has any liability, as of the date of this Agreement, whether absolute, accrued, contingent or otherwise, which is required to be disclosed on a balance sheet prepared in accordance with GAAP, other than (i) liabilities shown on the audited balance sheet for the Company for the year ended December 31, 2004, and (ii) liabilities incurred in the Ordinary Course of Business since the Balance Sheet Date.

Section 3.7 Compliance with Law. Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company and its Subsidiary are currently conducting their business and have at all times since January 1, 2001 conducted their business in compliance in all material respects with all laws, statutes, rules, regulations of any Governmental Entity applicable to them, their business and operations and their properties and have not received any notices alleging any failure to comply with any such laws, statutes, rules or regulations. Except as set forth in Section 3.7 of the Company Disclosure Schedule or as contemplated or permitted by this Agreement, the Company and its Subsidiary hold all Permits necessary for the conduct of their business as now being conducted. Except as disclosed on Section 3.7 of the Company Disclosure Schedule, (a) the Permits are valid and in full force and effect, (b) neither the Company nor its Subsidiary is in material breach or violation of, or default under, any such Permit, and, to the knowledge of the Company, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation or default and (c) the Permits will continue to be valid and in full force and effect, on identical terms immediately following the consummation of the transactions contemplated hereby.

Section 3.8 Litigation. Except as disclosed in Section 3.8 of the Company Disclosure Schedule, there are no Proceedings pending or, to the knowledge of Company, threatened in writing against the Company or its Subsidiary or, to the knowledge of the Company, any basis therefor. The Company and its Subsidiary are not subject to any outstanding and unsatisfied order, writ, judgment, injunction or decree or settlement or consent agreement by or with a Governmental Entity.

Section 3.9 Employee Benefit Matters.

(a) Section 3.9(a) of the Company Disclosure Schedule contains a true and complete list of all material Company Benefit Plans. True and complete copies of each of the following items have been provided or made available to Purchaser with respect to the Company Benefit Plans to the extent they have been documented: (1) Plan and trust documents and all other funding arrangements (including without limitation insurance policies and annuity contracts), (2) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to be qualified under Section 401 of the Code, (3) the most recent summary plan description, (4) employee handbook, (5) any materials relating to government investigation or audit or voluntary compliance procedures.

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(b) Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, the Company Benefit Plans have been administered in all material respects in accordance with their terms and comply with the requirements of ERISA and the Code. Any Company Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or has been submitted to the IRS to obtain such a determination within the applicable remedial amendment period, as defined in Treas. Reg. § 1.401 (b)-(c) and there is no fact or circumstance that would reasonably be expected to result in the revocation of such letter or the failure of the IRS to issue a favorable determination letter, as the case may be.

(c) There are no pending, nor, to the knowledge of the Company are there any threatened, claims against the Company or its Subsidiary involving any of the Company Benefit Plans, other than routine claims for benefits.

(d) Neither the Company nor any entity aggregated with the Company or any Subsidiary under Section 414 of the Code or 4001(14) of ERISA has ever maintained or contributed to any Employee Benefit Plan subject to Title IV of ERISA, including without limitation any single employer plan (within the meaning of Section 4001(a)(15) of ERISA or any multi-employer plan (within the meaning of Section 4001(a)(3) of ERISA), and neither the Company nor any Subsidiary has any liability (contingent or otherwise, and direct or indirect) to or in respect of a Company Benefit Plan that has not been satisfied in full or incurred in the Ordinary Course of Business and accrued on the Company’s books and records. Neither the Company nor its Subsidiary has incurred, nor have events occurred or do circumstances exist that would be reasonably expected to result in the Company or its Subsidiary incurring any liability under Title IV of ERISA.

(e) No current or former employee, director or independent contractor will be entitled to any additional payments or benefits under any Company Benefit Plan or to accelerated payments or vesting of any benefits under any Company Benefit Plan or other agreement that will result in the payment of any “parachute payments” within the meaning of Section 280G of the Code in connection with the transactions contemplated by this Agreement.

(f) With respect to each of the Company Benefit Plans, all (employee or employer) contributions or premium payments with respect to periods on or before the Closing have been timely made, or to the extent not presently due and payable, have been appropriately accrued on the Company’s financial statements in accordance with GAAP.

(g) Except as set forth in Section 3.9(g) of the Company Disclosure Schedule, the Company has not engaged in any transactions in violation of Section 406 of ERISA that could subject the Company or its Subsidiary to any material taxes, penalties or other liabilities under Code Section 4975 or ERISA Section 501(i), or that would give rise to material liability to the Company under Section 4976 of the Code or Section 409 of ERISA.

(h) No Company Benefit Plan that is a non-qualified deferred compensation plan subject to Section 409A of the Code (“409A”) has been materially modified (as defined under IRS Notice 2005-1) on or after October 3, 2004 and, to the knowledge of the Company, all such non-qualified deferred compensation plans have been operated and administered in good faith compliance with 409A and IRS Notice 2005-1 from the period beginning on January 1, 2005 though the date hereof.

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(i) Each person providing services to the Company or its Subsidiary who have been classified by the Company or its Subsidiary as an “independent contractor” has been appropriately classified as such, and there is no fact or circumstance that could reasonably be expected to give rise to the reclassification of such person as an employee of the Company or its Subsidiary.

Section 3.10 Taxes. Except as set forth in Section 3.10 of the Company Disclosure Schedule: (i) all Tax Returns required to be filed by or on behalf of the Company and its Subsidiary have been filed (taking into account any extension of time to file) and all Taxes required to be paid by them (whether or not shown on any Tax Return) have been paid, (ii) there are no pending written proposed, outstanding or assessed deficiencies or adjustments or other written claims for unpaid Taxes that have been received by the Company or its Subsidiary, (iii) all Taxes that the Company and its Subsidiary are required to withhold or collect have been duly withheld or collected and have been paid over, as required, to the appropriate taxing authority, and the Company and its Subsidiaries have fully complied with all associated reporting and recordkeeping requirements, (iv) there are no audits, examinations or administrative or judicial proceedings pending or in progress with respect to Taxes of the Company or its Subsidiary, (v) no waivers of statutes of limitations or extension of time for any Tax assessments or deficiencies have been given with respect to any Taxes with respect to the Company and its Subsidiary, which waivers or extensions are currently in effect; (vi) there are no liens for Taxes on any assets of the Company or its Subsidiary other than liens for Taxes not yet due and payable; (vii) since January 1, 2003, no claim has been made by an authority in a jurisdiction where the Company or its Subsidiary does not file Tax Returns that the Company or its Subsidiary is or may be required to file Tax Returns by that jurisdiction; (viii) the Company and its Subsidiary have provided to the Purchaser true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company or any Subsidiary since December 31, 1998; (ix) no closing agreements, private letter rulings, advance pricing agreement, technical advice memoranda or other agreements or rulings relating to Taxes have been entered into or issued by any governmental or taxing authority with or in respect of the Company or its Subsidiary; (x) neither the Company nor any Subsidiary is a party to any Tax sharing, allocation or indemnification agreement or arrangement or has any liability for the Taxes of any Person (other than the Company and its Subsidiary) under Treasury Regulation Section 1.1502-6, as a transferee or successor, by contract or otherwise; (xi) neither the Company nor its Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted, or would result, separately or in the aggregate, in an “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision of state, local or foreign Tax law); (xii) neither the Company nor any Subsidiary is or has been required to make any adjustment pursuant to Code Section 481(a) (or any predecessor provision) or any similar provision of state, local or foreign tax law by reason of any change in any accounting methods and there is no application pending with any Governmental Authority requesting permission for any changes in any of its accounting methods for Tax purposes; (xiii) neither the Company nor its Subsidiary has participated in any “reportable transaction” within the meaning of U.S. Treasury Regulation Section 1.6011-4 or any “tax shelter” within the meaning of Sections 6111 or 6662 of the Code; (xiv) neither the Company nor its Subsidiary has been a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Code Section 355; (xv) the Company has been a validly electing S corporation, within the meaning of Code Sections 1361 and 1362 and for state Tax law purposes, except in those states which do not recognize S corporation status, at all times since January 1, 1999, and has filed all forms and

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taken all actions necessary to maintain such status; and (xvi) Panther II has been a “disregarded entity” for U.S. federal and state Tax law purposes at all times since January 1, 2000.

Section 3.11 Intellectual Property.

(a) Section 3.11(a) of the Company Disclosure Schedule lists all Company Intellectual Property owned or purported to be owned by the Company or its Subsidiary that are (i) patents and applications therefor, (ii) federal or state registered trademarks and service marks and applications therefor, (iii) unregistered trademarks or service marks, (iv) domain names; (v) copyright registrations and (vi) Owned Software (“ Scheduled Intellectual Property “). Each item of registered Scheduled Intellectual Property is valid and subsisting. The Company and its Subsidiary own all Scheduled Intellectual Property exclusively. The Company and its Subsidiary have the sole right to use all Scheduled Intellectual Property, and none of the Scheduled Intellectual Property (x) is in the possession, custody, or control of any other person., (y) is subject to any outstanding Government Order, and (z) no action is pending or threatened, which challenges the legality, validity, enforceability, use or ownership of such item and, to the knowledge of the Company, no basis for any such challenge exists.

(b) Except as disclosed in Section 3.11(b) of the Company Disclosure Schedule, neither the Company nor its Subsidiary (a) has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties; (b) has agreed to indemnify any person for or against any interference, infringement, misappropriation or other conflict with respect to any Intellectual Property rights of third parties; or (c) has received any written notice that Company Software, any other Company Intellectual Property, the use of any of the foregoing or the conduct of the business of Company or its Subsidiary violate, infringe or otherwise conflict with the Intellectual Property of third parties (including any claim that a person must license or refrain from using any Intellectual Property rights of any third party in connection with the conduct of the business or the use of any Company Intellectual Property). No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Company Intellectual Property.

(c) Section 3.11(c) of the Company Disclosure Schedule identifies each item of Company Intellectual Property that any person besides the Company or its Subsidiary owns and that is used by the Company or its Subsidiary or in connection with the Business pursuant to any license, sublicense or other Contract. Except as disclosed on Section 3.11(c) of the Company Disclosure Schedule, there are no royalties for the use of any such Company Intellectual Property.

(d) All current and former employees and contractors of the Company or its Subsidiary who contributed to the Scheduled Intellectual Property or Owned Software in any way have executed Contracts that assign to the Company or its Subsidiary all such person’s respective rights, including Intellectual Property, to any Company Software or other works, inventions, improvements, discoveries or information relating to the Business.

(e) Section 3.11(e) of the Company Disclosure Schedule lists all material Company Software and identifies which of such Software is owned, licensed, leased, or otherwise used, as the case may be, and by or from whom. The Company and Subsidiary are in actual possession of or has necessary control over: (i) the source code and object code for all

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Software included in the Owned Software; and (ii) the object code and, to the extent required for the use of the Company Software, the source code, for all Software included in the Licensed Software. The Company and its Subsidiary are in possession of or have necessary control over all documentation (including, without limitation, all related engineering specifications, program flow charts, installation and user manuals) and know-how required for the use and revision of the Company Software as currently used, or that is being designed and/or developed for use, in the businesses of the Company and Subsidiary. Except for that Software described in Section 3.11(e) of the Company Disclosure Schedule and excluding any shrink-wrap or click-wrap licensed software that is not open source software, the Company Software constitutes all the Software necessary to conduct the business as currently conducted by the Company and its Subsidiary.

(f) The Company and its Subsidiary have disclosed source code to the Owned Software only pursuant to written confidentiality terms that reasonably protect the Company’s rights in such Owned Software. Except as disclosed in accordance with such confidentiality agreements or valid source code escrow agreements, no Person (other than Company and its Subsidiary) is in possession of any source code for any Software included in the Owned Software or has any rights to the same.

(g) Except as set forth on Schedule 3.11(g) of the Company Disclosure Schedule, neither the Company nor its Subsidiary is obligated to support or maintain any of the Company Software except pursuant to agreements terminable by the Company (other than for cause) on a periodic basis and that provide for periodic payments to the Company for such services. The Company Software functions in accordance with their documentation in all material respects. During the past three (3) years, there have been no failures or disruptions of the operation of any Company Software being used in a live, production environment lasting more than one business day.

(h) To the knowledge of the Company, none of the Company Software, except as disclosed in the documentation for such Software or in any license agreements therefor, contain any time bomb, virus, worm, trojan horse, back door, drop dead device, or any other Software that would interfere with the normal operation of any Company Software, would allow circumvention of security controls for the same, or that is intended to cause damage to hardware, Software or data.

(i) None of the Company Software constitutes or is dependent on any open source computer code, and none of the Company Software is subject to any Contract or other obligation that would require the Company or its Subsidiary to divulge to any person any source code or trade secret that is part of the Company Software.

(j) The Company and Subsidiary maintain policies and procedures regarding data security and privacy that are commercially reasonable and, in any event, in compliance with all applicable Laws. There have been no security breaches relating to, violations of any security policy regarding or any unauthorized access of any data used in the business of Company or Subsidiary, other than any such security breaches, violations or unauthorized access that have not caused and could not reasonably be expected to cause, individually or in the aggregate, material harm (reputational or otherwise) to the Company. The use and dissemination of any and all data

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and information concerning individuals by their businesses is in material compliance with all applicable privacy policies, terms of use, and laws.

(k) No federal, state, local or other governmental entity nor any university, college, or academic institution has rights in Owned Software other than pursuant to a valid, nonexclusive license granted by the Company.

Section 3.12 Material Contracts . (a) Section 3.12(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Material Contracts of the Company and its Subsidiary that are outstanding or in effect on the date of this Agreement. As used herein, “Material Contracts” means all of the following:

(1) each agreement or arrangement of the Company or its Subsidiary, other than any such agreements or arrangements with customers of the Company or its Subsidiary, that (i) by its terms requires or would reasonably be expected to require (A) the payment to the Company or its Subsidiary of more than $50,000 per annum or (B) the payment or incurrence of Liabilities, or the performance or rendering of services, by the Company or its Subsidiary of more than $50,000 per annum, (ii) the performance of which will, or is reasonably expected to, extend over a period of more than one year, or (iii) which cannot be cancelled by the Company or its Subsidiary on 30 days notice or less without payment of penalty or premium or incurrence of Liability;

(2) each agreement or arrangement with the Company’s fifty largest customers (measured by aggregate billings) during the fiscal year ended on the Balance Sheet Date;

(3) all Contracts relating to, or evidences of, or guarantees of, or providing security for, indebtedness or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset);

(4) all material acquisition, partnership, joint venture, teaming arrangements or other similar Contracts, arrangements or agreements currently in effect or entered into by the Company or its Subsidiary since January 1, 2001;

(5) each Contract of the Company or its Subsidiary restricting or otherwise affecting the ability of the Company or its Subsidiary to conduct its business in any jurisdiction;

(6) all leases or agreements under which the Company or its Subsidiary is lessor of or permits any third party to hold or operate any personal property owned or controlled by the Company or its Subsidiary, that cannot be terminated on 30 days’ notice or less without payment of any material penalty by the Company or its Subsidiary, and any leases for Real Property;

(7) all Contracts to which the Company or its Subsidiary is a party for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis, and all Contracts relating to loans to or from Affiliates of the Company;

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(8) all licenses included in the Company Intellectual Property or of any Company Intellectual Property;

(9) all Contracts relating to confidentiality, excluding all confidentiality agreements executed and delivered in connection with the offer by the Company in 2005 to sell the Company, whether by way of a merger, a sale of the shares issued by the Company or otherwise;

(10) without duplication of subsection (6) above, all Contracts under which the Company or its Subsidiary is, or may become, obligated to incur any severance pay or other compensation obligation which would become payable by reason of this Agreement or the transactions contemplated hereby;

(11) any Contract (or group of related Contracts) (i) under which the Company or its Subsidiary has created, incurred, assumed or guaranteed any Debt or (ii) under which the Company or its Subsidiary has permitted any asset to become encumbered;

(12) any Contract under which any other Person has guaranteed any Debt of the Company or its Subsidiary; and

(13) all other existing agreements to which the Company or its Subsidiary is a party, not otherwise covered by clauses (1) through (12), the loss or breach of which by any party thereto would reasonably be expected to result in a Company Material Adverse Effect.

The Company has delivered to the Purchaser true, accurate and complete copies of each Material Contract, in each case, as amended or modified in effect.

(b) Except as disclosed in Section 3.12(b) of the Company Disclosure Schedule:

(1) neither the Company (nor its Subsidiary to the extent party to any Material Contract), nor, to the knowledge of the Company, any other party thereto, is in material breach thereof or material default thereunder, or has given written notice of any material breach or material default to any other party thereunder;

(2) each Material Contract is valid and binding on the Company and its Subsidiary if it is a party thereto, and, to the knowledge of the Company, each respective counterparty thereto, and each Material Contract is in full force and effect, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(3) except to the extent that any consents set forth in Section 3.4 and Section 3.5 of the Company Disclosure Schedule are not obtained, the consummation of the transactions contemplated by this Agreement will not result in any Material Contract failing to continue in full force and effect after the consummation of the transactions contemplated by this Agreement.

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Section 3.13 Absence of Certain Changes. Except as disclosed in Section 3.13 of the Company Disclosure Schedule, since the Balance Sheet Date the business of the Company and its Subsidiary has been conducted only in the Ordinary Course of Business, and there have not been (a) any events or changes that have resulted in or would reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect (as defined below); (b) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of the Company; or (c) any change by the Company or its Subsidiary in accounting principles, practices, policies or methods (including with respect to reserves), (d) any amendment to the Organizational Documents of the Company or its Subsidiary; (e) any transaction with, or for the benefit of, any Shareholder, Member of the Immediate Family of any Shareholder (if applicable) or any Affiliate of any of the foregoing Persons (other than payments of wages and salaries made to officers, directors and employees in the Ordinary Course of Business); (f) any material loss, destruction or damage (in each case, whether or not insured) affecting the Company or any material asset of the Company or its Subsidiary; (g) any increase in the compensation payable or paid, whether conditionally or otherwise, to any employee, consultant or agent other than in the Ordinary Course of Business, any director or officer or any Shareholder or any Affiliate of any Shareholder; (h) any agreement by the Company or its Subsidiary to do any of the things referred to elsewhere in this Section 3.13, (i) neither the Company nor its Subsidiary has become liable in respect of any guarantee or has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence as of the Balance Sheet Date; or (j) neither the Company nor its Subsidiary has permitted any of its assets to become subject to a Lien other than a Permitted Lien.

Section 3.14 Environmental Matters. Notwithstanding any other provision in this Agreement, this Section 3.14 contains the exclusive representations of the Company concerning Environmental Matters.

(a) Except as set forth on Section 3.14 of the Company Disclosure Schedule, the Company and its Subsidiary are in compliance with all applicable Environmental Laws, except for such noncompliance that would not have a Company Material Adverse Effect.

(b) Except as set forth on Section 3.14 of the Company Disclosure Schedule, the Company and its Subsidiary have obtained all permits, licenses, authorizations, registrations and other governmental consents required by applicable Environmental Laws (collectively referred to as “Environmental Permits”) and are in substantial compliance with the terms and conditions of such Environmental Permits, except for such failure to obtain or failure to comply that would not have a Company Material Adverse Effect.

(1) Except as set forth on Section 3.14 of the Company Disclosure Schedule, neither the Company nor its Subsidiary has received written notice of any Governmental Order or Proceeding, pending or threatened, alleging liability under any Environmental Law, except for such Governmental Orders or Proceedings that would not have a Company Material Adverse Effect.

(2) Except as set forth on Section 3.14 of the Company Disclosure Schedule, neither the Company nor its Subsidiary has released, nor to the knowledge of the Company has there been a release by any other Person, of Hazardous Substances at,

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on or under any property owned or leased by the Company or its Subsidiary which are required by applicable Environmental Laws to be remediated by the Company or its Subsidiary, except for such remediation that would not have a Company Material Adverse Effect.

Section 3.15 Related Transaction. Except as set forth in Section 3.15 of the Company Disclosure Schedule, no Shareholder, Member of the Immediate Family of any Shareholder (if applicable), or any Affiliate of any of the foregoing Persons or of the Company or its Subsidiary is a consultant, competitor, creditor, debtor, customer, distributor, supplier or vendor of, or is a party to any oral or written contract or agreement with, the Company or its Subsidiary, or holds a direct or indirect interest in any such entity. Except as set forth in Section 3.15 of the Company Disclosure Schedule, no Shareholder, Member of the Immediate Family of any Shareholder (if applicable) or any Affiliate of any of the foregoing Persons or of the Company or its Subsidiary owns any direct or indirect interest in any asset used in, or necessary to, the business conducted by the Company and its Subsidiary.

Section 3.16 Real Property.

(a) Section 3.16 of the Company Disclosure Schedule sets forth a list of all of the Real Property leased by the Company or its Subsidiary, including, with respect to each parcel of the Real Property, (i) the street address of such parcel of Real Property, (ii) the identity of the lessor and lessee of such parcel of Real Property, and (iii) the term (referencing applicable renewal periods) of the leases pertaining to such parcel of Real Property. Neither the Company nor its Subsidiary own any real property.

(b) Except as otherwise set forth in Section 3.16(b) of the Company Disclosure Schedule: (i) all Leased Real Property is leased by the Company and its Subsidiary under valid and subsisting leases or subleases (as the same may have been amended or modified) that are, in full force and effect; (ii) neither the Company nor its Subsidiary has received written notice of any material breach or default, or cancellation or termination thereunder; and (iii) to the knowledge of the Company there are no conditions, events or circumstances which with notice or lapse of time, or both, would constitute a material breach or default under such lease or sublease.

(c) The Shareholders have delivered to the Purchaser true, correct and complete copies of the Real Property leases including all amendments, modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto.

Section 3.17 Insurance. Section 3.17 of the Company Disclosure Schedule sets forth a list of insurance policies, including policies by which the Company or its Subsidiary, or any of their assets, employees, officers or directors or the business has been insured since January 1, 2002 (the “Insurance Policies”) and, with respect to such Insurance Policies under which the Company or its Subsidiary, or any of their assets, employees, officers or directors or the business is currently insured (the “Current Insurance Policies”), their respective expiration dates. The list includes for each Insurance Policy the type of policy, form of coverage, policy number and name of insurer. The Shareholders have made available to the Purchaser true, accurate and complete copies of all Insurance Policies, in each case, as amended or otherwise modified and in effect.

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Section 3.17 of the Company Disclosure Schedule describes any self-insurance arrangements affecting the Company or its Subsidiary. The Company or its Subsidiary have since January 1, 2002 maintained in full force and effect with financially sound and reputable insurers insurance with respect to their assets and the business, in such amounts and against such losses and risks as is customarily carried by Persons engaged in the same or similar business and as is required under the terms of any applicable Real Property leases or other Contracts. Except as disclosed in Section 3.17 of the Company Disclosure Schedule, no insurer (a) has questioned, denied or disputed (or otherwise reserved its rights with respect to) the coverage of any claim pending under any Insurance Policy or (b) has threatened to cancel any Insurance Policy. Except as disclosed on Schedule 3.17, to the knowledge of the Company, no insurer plans to raise the premiums for, or materially alter the coverage under, any Current Insurance Policy. Except as disclosed on Schedule 3.17, the Company or its Subsidiary will immediately after the Closing continue to have coverage under all of the Insurance Policies with respect to events occurring prior to the Closing.

Section 3.18 Accounts Receivable. All accounts and notes receivable reflected on the Balance Sheet and all accounts and notes receivable arising subsequent to the date of the Balance Sheet and on or prior to the Closing Date (in each case net of reserves for doubtful accounts), have arisen or will arise in the Ordinary Course of Business, represent or will represent legal, valid, binding and enforceable obligations to the Company or its Subsidiary, as applicable.

Section 3.19 Labor Matters.

(a) Neither the Company nor its Subsidiary is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. There is no material pending or, to the knowledge of the Company, threatened labor strike, or dispute, walkout, work stoppage, slow-down, lockout or organizational effort involving employees of the Company or its Subsidiary. Except as disclosed in Section 3.19 of the Company Disclosure Schedule, no collective bargaining agreement of the Company or its Subsidiary restricts the Company or its Subsidiary from relocating, closing or subcontracting any of its employees or operations. Except as set forth in Section 3.19 of the Company Disclosure Schedule, there are no material controversies, disputes or claims pending or, to the knowledge of the Company, threatened between the Company or its Subsidiary on the one hand and any current or former employee, agent or independent contractor (or representative thereof) on the other, and, to the knowledge of the Company, there is no basis for the Company initiating any such dispute or claim against any such person. To the knowledge of the Company, no key employee of the Company has any current intention to resign or retire from the Company.

(b) (i) The Company and its Subsidiary are not delinquent in any material respect in payments to any of its employees, for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by the date hereof or amounts required to be reimbursed by them to the date hereof, (ii) the Company and its Subsidiaries are in material compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, terms and conditions of employment and wages and hours and payment of all federal, state and local payroll and other employment related taxes or withholdings and (iii) to the knowledge of the Company, no labor union or labor union organization has sought within the past three years to represent any of the Company’s or its Subsidiary’s employees, representatives or agents. The Company has given, in a timely manner, all notices required to be given under any federal, state or local law related to any plant closings or mass layoffs.

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Section 3.20 Debt; Guarantees. Neither the Company nor its Subsidiary have any Liabilities in respect of Debt except as set forth on Section 3.20 of the Company Disclosure Schedule. For each item of Debt, Section 3.20 of the Company Disclosure Schedule correctly sets forth the debtor, the principal amount of the Debt as of the date of this Agreement, the creditor, the maturity date, the collateral, if any, securing the Debt. Neither the Company nor its Subsidiary has any Liability in respect of a guarantee of any Liability of any other Person.

Section 3.21 Customers. Section 3.21 of the Company Disclosure Schedule sets forth a complete and accurate list of the ten largest customers of the Company or its Subsidiary (measured by aggregate billings) during the fiscal year ended on the Balance Sheet Date and indicates the existing Contracts with each such Customer by product or service provided. The relationships of the Company or its Subsidiary with the customers required to be listed on Section 3.21 of the Company Disclosure Schedule are good commercial working relationships. None of such customers has (a) canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of purchases) those relationships, (b) notified the Company or its Subsidiary of any intention to do any of the foregoing or (c) otherwise threatened in writing to cancel, terminate or materially alter (including any material reduction in the rate or amount of purchases, as the case may be) its relationship with the Company or its Subsidiary.

Section 3.22 Brokers and Finders. In connection with the transactions contemplated hereby, no broker, finder or investment bank, other than Seabury Group, LLC, has acted directly or indirectly for the Company or its Subsidiary, and neither the Company nor its Subsidiary have incurred any obligation to pay any brokerage, finder’s or other fee or commission to any Person other than Seabury Group, LLC.

ARTICLE IV.

INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder, severally and not jointly, hereby represents and warrants to Holdings and the Purchaser, solely as to such Shareholder and, with respect to Amato, as to each Amato Trust and with respect to Sokolowski, as to the Sokolowski Revocable Trust that:

Section 4.1 Title. Such Shareholder has good and valid title to the number of Shares set opposite its name in Section 3.2(a) of the Company Disclosure Schedule, free and clear of any Liens. Except for the Shares set forth in Section 3.2(a) of the Company Disclosure Schedule, such Shareholder does not own any capital stock of the Company or any options, warrants or rights to purchase any capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company. Other than pursuant to this Agreement, there is no contractual obligation pursuant to which such Shareholder has, directly or indirectly, granted any option, warrant or other right to any person or entity to acquire any Shares.

Section 4.2 Authorization; Validity of Agreement; Necessary Action. Such Shareholder has full power and authority to execute and deliver this Agreement and to

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consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Shareholder of this Agreement, and the consummation by such Shareholder of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by the governing body of such Shareholder, if applicable, and no other action on the part of such Shareholder is necessary to authorize the execution and delivery by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby and thereby to be consummated by it. This Agreement has been duly executed and delivered by such Shareholder, and, assuming due and valid authorization, execution and delivery hereof by each of the other Parties hereto, is a valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section 4.3 Consents and Approvals; No Violations. Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof, will (i) conflict with or result in any breach of any provision of the organizational documents of such Shareholder, if applicable, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except (A) for any applicable filings required under the HSR Act, (B) as set forth in of the Section 3.4 of the Company Disclosure Schedule, or (C) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not prevent the consummation of the transactions contemplated hereby (iii) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, any of the terms, conditions or provisions of any contract to which such Shareholder is a party or is otherwise bound, or (iv) violate in any respect any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of its properties or assets.

Section 4.4 Litigation. Such Shareholder is not subject to any Proceedings or Governmental Order that would reasonably be expected to affect the ability of the Shareholder to consummate the transactions contemplated hereby.

Section 4.5 Brokers and Finders. In connection with the transactions contemplated hereby, the Shareholder has not engaged any broker, finder or investment banker and the Shareholder has not incurred any obligation to pay any brokerage, finder’s or other fee or commission to any Person, except with respect to the Shareholders’ arrangement with Seabury Group.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES

Holdings and Purchaser each (a “Purchaser Party”) hereby jointly and severally represent and warrant to the Shareholders as follows:

Section 5.1 Organization and Qualification. Such Purchaser Party is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its

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incorporation or organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 5.2 Authorization and Validity of Agreement. Such Purchaser Party has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. Such Purchaser Party has duly authorized the execution, delivery and performance of this Agreement by Purchaser and no other proceedings on the part of such Purchaser Party are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser Party and constitutes the legal, valid and binding obligation of such Purchaser Party, enforceable against such Purchaser Party in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Section 5.3 Consents and Approvals. Neither the execution and delivery of this Agreement by such Purchaser Party nor the consummation by such Purchaser Party of the transactions contemplated hereby will require on the part of such Purchaser Party or any of its Subsidiaries any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for any applicable filings required under the HSR Act.

Section 5.4 No Violation. Neither the execution and delivery of this Agreement by such Purchaser Party nor the consummation by such Purchaser Party of the transactions contemplated hereby will (a) conflict with or violate their organizational documents (b) result in a violation or breach of, constitute a default (with or without notice or lapse of time, or both) under, give rise to any right of termination, cancellation or acceleration of, or result in the imposition of any Lien on any assets or property of such Purchaser Party or any of its Subsidiaries pursuant to any Contract or other instrument or obligation to which such Purchaser Party or any of its Subsidiaries is a party or by which such Purchaser Party or any of its Subsidiaries or any of their respective assets or properties are bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or Lien) as to which requisite waivers or consents have been obtained or which would not prevent the consummation of the transactions contemplated hereby or (c) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.3 and this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Purchaser Party or any of its Subsidiaries or their respective assets or properties, except for such conflicts, violations, breaches or defaults which would not in the aggregate prevent the consummation of the transactions contemplated hereby.

Section 5.5 Financing Resources. Assuming that the financing contemplated by the commitment letter attached as Exhibit 5.5 hereto (the “ Commitment Letter”) is consummated in accordance with the terms thereof (the “Financing”), the funds to be borrowed thereunder, together with the proceeds of the Holdings Contribution, will provide sufficient funds for the payment of the aggregate Cash Purchase Price, together with any positive adjustments thereto, and the Closing Debt Payment Amount pursuant to Article II hereof. Each of Purchaser and Holdings agrees to use its commercially reasonable efforts to have the Financing available substantially in accordance with the terms of the Commitment Letter at the time of the Closing. Upon the consummation of the transactions contemplated hereby, the Company will not (a) be

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insolvent or left with unreasonably small capital, (b) have incurred debts beyond its ability to pay such debts as they mature, or (c) have its capital impaired.

Section 5.6 Brokers and Finders. In connection with the transactions contemplated hereby, no broker, finder or investment bank has acted directly or indirectly for such Purchaser Party and has not incurred any obligation to pay any brokerage, finder’s or other fee or commission to any Person.

Section 5.7 Ownership; Dispositions; Acquisitions.

(a) Immediately after the purchase of the Purchased Shares, the contribution of the Rollover Shares by the Rollover Shareholder and the Merger, Holdings will own no asset other than the Purchased Shares and the Rollover Shares.

(b) Immediately after the transactions contemplated hereby, the Holdings Shareholder and the Rollover Shareholder will beneficially own, in the aggregate, not less than 90% of each class of outstanding shares of capital stock of Holdings.

(c) The Holdings Shareholder has no present intention to dispose, at any particular time in the future, of more than 20% of the Holdings Common Stock or 20% of the Holdings Preferred Stock held by it immediately after the transactions contemplated hereby.

(d) Neither the Holdings Shareholder nor Holdings has any present intention to cause Holdings or the Company to acquire, at any particular time in the future, any assets listed in Section 351(e)(1)(A) or (B) of the Code with an aggregate fair market value as of the Closing Date in excess of $150 million; provided, however , that for purposes of this Section 5.7(d), stock and securities in any subsidiary corporation (which shall be defined for this purpose as any corporation of which the parent owns 50 percent or more of (i) the combined voting power of all classes of stock entitled to vote or (ii) the total value of share of all classes of stock outstanding) shall be disregarded and the parent corporation shall be deemed to own its ratable share of such subsidiary’s assets.

ARTICLE VI.

COVENANTS OF THE SHAREHOLDERS AND THE COMPANY

Section 6.1 Conduct of the Company. Except (i) as disclosed in Section 6.1 of the Company Disclosure Schedule, (ii) as otherwise contemplated by this Agreement or (iii) as Purchaser shall otherwise consent in writing, such consent not to be unreasonably withheld, delayed or conditioned, (it being agreed and understood that nothing in this Section 6.1 shall prevent the Company from declaring, setting aside or paying any cash dividend or making any cash distribution with respect to its capital stock on or prior to the earlier of (i) the Closing Date or (ii) the effective date of the Company’s revocation of its election to be treated as an S corporation for federal and state income tax purposes), from the date of this Agreement until the Closing Date, each of the Shareholders jointly and severally agree that and shall procure that:

(a) Ordinary Course. The business of the Company shall be conducted in the Ordinary Course of Business and the Company will use its reasonable efforts to keep available the services of key employees engaged exclusively in the business of the Company and key consultants to the Company and to preserve the relationships with key customers and suppliers and others having significant business dealings with the business of the Company.

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(b) Management of Working Capital. The Company will not change its cash management policies, accelerate the collection of accounts receivable or other amounts due from third parties or postpone the payment of accounts payable or other amounts due to third parties, other than as a result of a good faith dispute with the payee or creditor and except, in each case, in the Ordinary Course of Business.

(c) Governing Documents. The Company will not amend the Organizational Documents of the Company or its Subsidiary.

(d) Issuance and Redemption of Securities. The Company will not issue, transfer, sell or dispose of, or authorize or agree to the issuance, transfer, sale or disposition of (whether through the issuance or granting of options, rights, warrants, or otherwise), any shares of capital stock or any voting securities of the Company or any options, rights, warrants or other securities convertible into or exchangeable or exercisable for any such shares of capital stock or voting securities of the Company or amend any of the terms of any securities or agreements relating to such capital stock or voting securities outstanding on the date hereof. The Company will not redeem, purchase or otherwise acquire any outstanding shares of capital stock of the Company or its Subsidiary.

(e) No Acquisitions. The Company will not acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in or substantial portion of the assets of, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any material assets.

(f) No Dispositions. The Company will not sell, lease, license, encumber or otherwise dispose of or agree to sell, lease, license, encumber or otherwise dispose of, any of its material assets; provided that the Purchaser and the Shareholders acknowledge and agree that, prior to the Company’s revocation of its election to be treated as an S corporation for federal and state income tax purposes, the Shareholders will cause the assignment to the FLIT and the Sokolowski Revocable Trust of the life insurance policies on the lives of Amato and Sokolowski, respectively, and all related Liabilities and obligations (none of which will remain with the Company) prior to the Closing.

(g) Maintenance of Properties. The Company will use its reasonable efforts to maintain and repair all property material to the operation of its business in a manner consistent in all material respects with past practice.

(h) New Contracts. The Company will not enter into any Contract that would constitute a Material Contract.

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(i) Capital Expenditures. Except as contemplated in the Company’s annual budget, the Company will not authorize or make commitments for capital expenditures in an amount exceeding $50,000.

(j) Indebtedness. The Company will not incur, assume, guaranty or otherwise become liable in respect of any indebtedness for money borrowed or subject any of its assets, tangible or intangible, to any Liens (other than Permitted Liens).

(k) Compensation and Benefits. The Company will not (i) increase or decrease the cash compensation payable or to become payable to any of its employees other than increases in the Ordinary Course of Business to employees who are compensated on an hourly basis, (ii) adopt or amend any Company Benefit Plan, or cause or suffer any addition to or modification thereof, except as may be required by the IRS or applicable law, or (iii) enter into any collective bargaining agreement or cause or suffer any termination or amendment thereof.

(l) Tax and Accounting. The Company will not make any changes in its accounting methods or practices other than as required by law and to change its accounting for prepaid expenses on the Company’s Tax Return for the year ended December 31, 2004;

(m) Cancellation of Indebtedness and Other Claims. The Company will not cancel, release or assign any indebtedness or other amount owed to it or any claims or rights held by it.

(n) Material Contracts. The Company will not terminate or amend any Material Contract.

(o) Transactions with Affiliates. The Company will not enter into or modify any Contract or other arrangement with any of its Affiliates, with any Shareholder, a Member of the Immediate Family of any Shareholder, if applicable, or with any Affiliate of any of the foregoing Persons.

(p) Compliance with Laws. The Company will comply in all material respects with all laws applicable to the assets of the Company and the Business consistent with past practices.

(q) Tax Elections. Except (i) as required by applicable Law (ii) the Company’s revocation of its S election pursuant to Section 8.8(c) and (iii) to change its accounting for prepaid expenses on the Company’s Tax Return for the year ended December 31, 2004, the Company will not make or change any election in respect of Taxes, adopt or change any material accounting method in respect of Taxes, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes.

(r) Commencement of Proceedings. The Company will not commence, compromise or settle any Proceedings.

(s) Actions Impairing the Closing. Each of the Shareholders and the Company, using commercially reasonable efforts, will not (i) take or omit to take any action the

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taking or omission of which would cause any representation or warranty regarding the Company or the Shareholders in this Agreement to be or become untrue in any material respect or (ii) take or omit to take any other action the taking or omission of which would prevent him, it or any of them from performing, or cause any of them not to perform, his or its respective agreements and covenants hereunder.

(t) Other. The Company will not take any action that would be required to be disclosed pursuant to Section 3.13 had such actions occurred prior to the date hereof and each of the Shareholders and each of the Shareholders and the Company will not, directly or indirectly, agree or commit to take, or otherwise permit to occur, any of the actions described in Sections 6.1(a) through 6.1(s).

For purposes of this Section 6.1, “the Company” shall mean the Company and its Subsidiary.

Section 6.2 Termination of Discussions; No Solicitations. Immediately after the execution of this Agreement, the Shareholders shall terminate and cease and shall cause the Company to terminate and cease, and shall direct their respective Affiliates, officers, directors, representatives and agents to terminate and cease, all discussions and negotiations that may then be ongoing by any of them with respect to an Alternative Transaction. From the date hereof through the earlier of (a) the Closing or (b) the termination of this Agreement in accordance with its terms, neither Shareholder nor the Company shall knowingly permit its Affiliates, officers, directors, representatives or agents to, directly or indirectly, solicit, participate in or initiate discussions or negotiations with, or provide any information to, any Person or group of Persons (other than Holdings, Purchaser or any of their respective Affiliates) concerning any Alternative Transaction. None of the Shareholders will vote their Shares in favor of any such Alternative Transaction structured as a merger, consolidation, share exchange or otherwise. The Company and the Shareholders will notify the Purchaser immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing (whether solicited or unsolicited).

Section 6.3 Management Agreement. The Rollover Shareholder hereby acknowledges and agrees that, contemporaneously with the Closing, the Company and Fenway Partners, Inc. will enter into a management agreement in substantially the form attached hereto as Exhibit 6.3.

ARTICLE VII.

COVENANTS OF PURCHASER PARTIES

Section 7.1 Directors’ and Officers’ Indemnification.

(a) To the extent permitted by applicable law, the Purchaser Parties shall cause the Company’s Organizational Documents to contain provisions with respect to advancement of expenses, indemnification and exculpation from liability of individuals who on or prior to the Closing Date were directors or officers of the Company (each, a “ D&O Indemnitee “) at least as favorable to such persons as those set forth in such Organizational Documents on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of such persons.

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(b) In the event that the Company or any of its respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company honor the indemnification obligations set forth in this Section 7.1.

(c) This Section 7.1 shall not be terminated, modified or assigned in such a manner as to adversely affect any current or former director or officer to whom this Section 7.1 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 7.1 applies shall be third-party beneficiaries of this Section 7.1).

(d) On or before the Closing Date, the Company shall purchase a six (6) year extended reporting provision (so-called “tail policy”) under a Director’s & Officer’s Liability policy, to include “employment practices” liability and “fiduciary” liability. Notwithstanding the foregoing provisions of this Section 7.1, such policy shall be the sole and exclusive source of funding for the Company’s and its Subsidiary’s obligations to the D&O Indemnitees in respect of indemnification from liabilities for acts omissions occurring at or prior to the Closing. The Purchaser, on the one hand, and the Shareholders, on the other hand, shall each pay one-half of the cost to purchase such tail policy and the portion to be paid by the Shareholders shall be included in the Transaction Expenses and paid out of the Cash Purchase Price pursuant to Section 2.4(b)(1)(A); provided, however that the Purchaser’s obligation under this provision shall not exceed $35,000.

Section 7.2 Notices to Employees. Within 30 days following the Closing Date, the Company shall send a notice to each of Michael F. Stopka, Steven D. Wharton and Cynthia R. Xerogianes informing such person that there has been a “Change of Control”, as that term is defined in such person’s employment agreement.

ARTICLE VIII.

COVENANTS OF PURCHASER AND THE COMPANY

The Parties hereto agree that:

Section 8.1 Access to Information. From the date hereof until the Closing Date, the Company (a) will give Purchaser, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours and on reasonable notice to the officers, properties, books and records of and relating to the Company, and (b) will furnish to Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information with respect to the Company, as such Persons may reasonably request. Any information provided, or caused to be provided, by the Company pursuant to this Section 8.1 shall be subject to the terms of the Non-Disclosure Agreement dated as of January 31, 2005 between the Company and Purchaser (the “ Confidentiality Agreement “).

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Section 8.2 Reasonable Efforts. Subject to the terms and conditions of this Agreement and applicable law, each of the Parties hereto shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as soon as practicable without undue interference in the Company’s normal operations, including such actions or things as the other Party may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate the transactions contemplated by this Agreement to be fully satisfied, including the Company’s reasonable cooperation in the Purchaser Parties’ securing of the Financing. Without limiting the foregoing, the Parties shall consult and fully cooperate with and provide assistance to each other in obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person as soon as reasonably practicable after filing. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each Party shall provide the other Party with drafts thereof and afford the other Party a reasonable opportunity to comment on such drafts.

Section 8.3 Certain Filings.

(a) As soon as practicable, and in any event no later than ten Business Days after the date hereof, each of the Parties hereto shall file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act with respect to transactions contemplated hereby and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each of Purchaser and the Company shall furnish to the other such information and assistance as the other shall reasonably request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Entity under the HSR Act or any comparable laws of foreign jurisdictions, and each of Purchaser and the Company shall keep the other promptly apprised of any communications with, and inquiries or requests for information from, such Governmental Entities. Purchaser shall pay any filing fee the Company is required to pay in connection with any filing made by the Company under the HSR Act.

(b) Each of the Company and Purchaser shall prepare and file any Other Filings required to be filed by them. The Company and Purchaser shall cooperate with each other and provide to each other all information necessary in order to prepare the Other Filings. The information provided by the Company and Purchaser for use in the Other Filings shall at all times prior to the Closing Date be true and correct in all material respects and shall not omit to state any material fact required to be stated therein or necessary in order to make such information not false or misleading. Each such filing shall, when filed, comply in all material respects with applicable law.

Section 8.4 Public Announcements. Purchaser and the Company will consult with each other before issuing any press release or making any public statement prior to the Closing with respect to the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any securities exchange, will not issue any such press release or make any such public statement prior to the Closing unless the issuance and text of such statement shall first have been agreed to by the Purchaser and the Shareholders’ Representative.

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Section 8.5 Survival of Representations and Warranties. Other than in the case of claims based on fraud by the Shareholders or the Purchasing Parties (in connection with which such claims may be made, and the representations and warranties in this Agreement shall survive, without limitation), the representations and warranties in this Agreement shall not survive the Closing and no claim for breach thereof may be initiated after the Closing.

Section 8.6 Notices of Certain Events. Each of Purchaser and the Company shall promptly notify the other following the receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby or of any action, suit, claim or proceeding commenced or, to its knowledge threatened, against it which relates to or seeks to prohibit the consummation of the transactions contemplated hereby.

Section 8.7 Implied Warranties. Except as expressly provided in this Agreement, the Company and the Shareholders have not made and are not making any representation or warranty whatsoever to Purchaser as to the Company, its Subsidiary or their respective businesses and shall not be liable in respect of the accuracy or completeness of any information provided to Purchaser in connection with this Agreement. Without limiting the foregoing, Purchaser acknowledges that Purchaser, together with its advisors, has made its own investigation of the Company and its businesses and is not relying on any implied warranties (whether of merchantability or fitness for a particular purpose or otherwise) not expressly set forth in this Agreement.

Section 8.8 Tax Matters.

(a) Closing Date Taxable Period. If the Company is permitted but not required, under applicable Tax laws, to treat the Closing Date as the last day of a period for a Taxable Period, the Parties shall treat the Taxable Period as ending, as the case may be, at the close of business on the Closing Date.

(b) Tax Returns.

(1) The Shareholders’ Representative shall prepare or cause to be prepared all Tax Returns required to be filed by or with respect to the Company or its Subsidiary for all Taxable Periods ending on or before the Closing Date and with due dates (including extensions) after the Closing Date. Such Tax Returns will be prepared in a manner consistent with past practice. Purchaser shall prepare or cause to be prepared all Tax Returns required to be filed by or with respect to the Company or its Subsidiary for all Taxable Periods beginning before and ending after the Closing Date. In the case of any Pre-Closing Period Tax Return or Straddle Period Tax Return (including any income tax return for the Company for any Taxable Period during which an election is in effect under Section 1362(a) of the Code for the entire Taxable Period and which does not reflect any Tax liability of the Company (an “S Corporate Return”)), the party which prepares such Tax Return shall provide to the other party for its review and consent (which shall not be unreasonably withheld) (i) a draft of such Tax Return and (ii) a schedule setting forth a calculation of the amount which the Shareholders are required to

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pay the Purchaser under Section 8.8(b)(3). The draft Tax Return and schedule must be prepared and submitted in a timely manner, but in no event later than 25 days prior to the due date (taking into account valid extensions) of such Tax Return. An S Corporate Return prepared for the Company by the Shareholders’ Representative in accordance with Sections 8.8(a), 8.8(b) and 8.8(c) must be filed by the Company, except to the extent that the Tax Return is inconsistent with law.

(2) If the non-preparing Party objects to any item on any draft Pre-Closing Period or Straddle Period Tax Return or schedule required to be provided pursuant to Section 8.8(b)(1), it shall, within 10 days after receipt of such draft Tax Return and schedule, notify the preparing party in writing that it so objects, specifying any such item and stating the factual or legal basis for any such objection. If a notice of objection shall be duly delivered by the non-preparing party and the parties are unable to resolve the disputed items, then such disputed items shall be resolved by the Working Capital Referee at least five Business Days prior to such due date. The costs and expenses of the Working Capital Referee shall be borne equally by Purchaser and the Shareholders. If the non-preparing party does not deliver to the preparing party a notice of objection, or upon resolution of all disputed items, such draft Tax Return or schedule shall be adjusted to reflect any such resolution, the Purchaser shall cause the appropriate person to execute such Tax Return, and Purchaser shall (i) timely and duly file (or cause to be timely and duly filed) such Tax Return with the appropriate taxing authority and (ii) pay (or cause to be paid) to the appropriate taxing authority any Tax shown as due on such Pre-Closing Period Tax Return or Straddle Period Tax Return.

(3) At least five Business Days prior to the due date of any payment required to be made with respect to any Tax Return of the Company or its Subsidiary (a “ Company Tax Return”) that is not an S Corporate Return, the Shareholders shall pay to Purchaser the excess, if any, of (i) the Taxes reflected thereon that are attributable to any Pre-Closing Period and any Taxes that are attributable to the portion of any Straddle Period ending on or before the Closing Date over (ii) the amount of such Taxes accrued or reserved on the Final Working Capital Statement. Any reserve reflected on the Final Working Capital Statement for deferred taxes to reflect timing differences between book and taxable income will not be treated as a reserve for purposes of this Section 8.8(b). If there is a dispute between the Shareholders and the Company as to the amount of a payment to be made by the Shareholders under this Section 8.8(b)(3), the dispute will be resolved in the manner specified in Section 8.8(b)(2).

(4) Purchaser is responsible for the preparation and filing of all other Tax Returns required to be filed by the Company or its Subsidiary after the Closing Date. Purchaser will not permit the Company to file any state or local Tax Returns that the Purchaser believes were due before the Closing Date unless the Company is contacted by a Governmental Entity with respect thereto or receives advice of tax counsel that there is no reasonable basis for not filing such Tax Return.

(c) Revocation of S Election. The Shareholders, acting unanimously, may cause the Company to revoke its election to be treated as an S corporation for federal and state income tax purposes on or before the Closing Date. If the Company so elects, Purchaser and Shareholders will cooperate, consent and take all actions necessary to cause the Company to

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elect to close its books on the last day of the short taxable year governed by Subchapter S of the Code and to allocate the Company’s items of income, losses, deductions, and credits among the Company’s shareholders as if the Taxable Period of the Company that includes the Closing Date consisted of two Taxable Periods, as permitted by Section 1362(e)(3) of the Code. Immediately after any such filing and, in any event, prior to the Closing, the Shareholders will notify the Purchaser of the filing of a Subchapter S revocation. Within 5 days after any such filing or, if earlier, at the Closing, the Shareholders will provide the Purchaser with a copy of the notice of revocation.

(d) Apportionment. For purposes of apportioning a Tax imposed upon the Company (other than an ad valorem, use, real property, personal property or other similar Tax) for any Straddle Period, the parties shall treat the Straddle Period as consisting of two Taxable Periods the first of which ends on the Closing Date (i.e., the parties shall “close the books” on such date) and shall elect to do so to the extent permitted by applicable Law. Any ad valorem, use, real property, personal property and other similar Tax that becomes due and payable by the Company after the Closing Date and relates to a Taxable Period beginning on or before the Closing Date shall be allocated as follows: the amount of such Tax shall be multiplied by a fraction, the numerator of which is the total number of days in the applicable Taxable Period up to and including the Closing Date, and the denominator of which is the total number of days in the applicable Taxable Period.

(e) Amended Tax Returns. Purchaser shall not, and shall not permit the Company or its Subsidiary to, amend any Pre-Closing Period or Straddle Period Tax Return of the Company or its Subsidiary in a manner that will increase the Tax liabilities of the Shareholders or (in the case of Taxable Periods ending on or before the Closing Date) the Company or its Subsidiary, except to the extent such amendment is required by Law.

(f) Indemnity. The Shareholders hereby agree to jointly and severally indemnify Purchaser, any Affiliate of Purchaser, and the Company and its Subsidiary against, and agree to hold them harmless from, any Taxes imposed on or with respect to the Company or its Subsidiary with respect to any Pre-Closing Tax Period and the portion of any Straddle Period ending on or before the Closing Date, including any Tax liability arising under the provisions of Treasury Regulations Section 1.1502-6, to the extent the amount of such Taxes exceeds the total amounts accrued or reserved (excluding any reserve for deferred Taxes to reflect timing differences between book and taxable income) for such Taxes on the Closing Balance Sheet and reflected on the Final Working Capital Statement; provided, however, that Shareholders shall not have any liability under this Section 8.8(f) for any individual claim for Taxes that is less than $5,000 unless and until such individual claim, together with all other individual claims for Taxes that are under $5,000 each, exceed $50,000 in the aggregate, in which case Shareholders shall be liable for the entire amount of such Taxes. For the avoidance of doubt, the proviso in the preceding sentence shall not apply to any payment obligation under Section 8.8(b)(3).

(g) Tax Controversies. Each of Purchaser and the Shareholders shall notify the other in writing, within 10 Business Days from its receipt of written notice thereof, of any pending or threatened Tax audit, investigation, assessment or proceeding that relates to or would have an impact on any item reported on any Tax Return of the Company or the Subsidiary for any Pre-Closing Period or Straddle Period. The Shareholders shall have the right to control, at their own expense, the conduct of any pending or threatened Tax audit, investigation, assessment

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or proceeding (“ Tax Controversy”) to the extent that such Tax Controversy relates to an item reported on a Tax Return of the Company or any of its Affiliates for a Taxable Period or portion thereof ending on or before the Closing Date if the Tax Return is an S Corporate Return or if the Shareholders have an indemnification obligation with respect thereto pursuant to this Agreement; provided, however, that Purchaser shall have the right to participate in such Tax Controversy, and provided further that the Shareholders shall not settle, dispose of, or compromise a Tax Controversy without the prior written consent of Purchaser; provided, however, that in the case of an S-Corporate Return where there is no corporate-level tax at issue, the Purchaser’s prior written consent will only be required if such settlement, disposition or compromise would have a material adverse effect on or would increase Taxes of the Purchaser or the Company for a Taxable Period (or portion thereof) beginning on or after the Closing Date.

(h) Further Assurances.

(1) The Shareholders and Purchaser and its Affiliates shall cooperate fully with respect to Tax matters, including the filing of Tax Returns and the conduct of Tax Controversies. Such cooperation and assistance shall include, to the extent reasonably requested, promptly providing any records or information and making employees available to the requesting party to the extent reasonably necessary in connection with such Tax matters.

(2) Purchaser will retain or cause to be retained all Tax books and records (including all computerized books and records, and any such information stored on any other form of media) of the Company or its Subsidiary relevant for Taxes for all Tax Periods beginning before the Closing Date for at least six years after the relevant Tax Return was filed (“Retention Period”), and to abide by all record retention agreements entered into with any Governmental Body. Purchaser will give the Shareholders’ Representative reasonable notice of the opportunity to receive such books and records after such Retention Period, prior to discarding or destroying such books and records.

(i) Tax Refunds. Any refund with respect to Taxes of the Company or its Subsidiary for any Taxable Period or portion thereof that ends on or before the Closing Date shall be allocated to the Shareholders and shall promptly be paid to the Shareholders, together with any interest received with respect to such refund, but reduced by any Tax cost to the Purchaser, except to the extent such refund is reflected as an asset in the Financial Statements, taken into account in the determination of the Working Capital on the Final Working Capital Statement, or attributable to the carryback or utilization of a Tax attribute arising in a Taxable Period (or portion thereof) beginning on or after the Closing Date. If Purchaser receives written notice from the Shareholders’ Representative requesting that Purchaser file, or cause to be filed, a claim for refund of Taxes attributable to any of the Tax Periods ending on or prior to the Closing Date, or if with respect to an S Corporate Return, an amended Tax Return so that the Shareholders could file a claim for refund of Taxes attributable to any of the Tax Periods ending on or prior to the Closing Date, Purchaser shall make or cause to be made a claim for such refund or, in the case of an S Corporate Return, file or cause to be filed such amended Tax Return with the applicable taxing authority in accordance with the Shareholders’ Representative’s request if and to the extent that Purchaser believes, after good faith consultation with its tax advisors, that such refund claim or amended Tax Return would be appropriate under applicable law; provided, however, that Purchaser shall not be required to carryback or utilize any Tax attribute arising in a

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Taxable Period (or portion thereof) beginning on or after the Closing Date and provided that Purchaser shall not be required to file any such refund claim or amended Tax Return if filing such refund claim or amended Tax Return could adversely affect the Purchaser or increase Taxes for which Purchaser would be responsible. The Shareholders shall be obligated to reimburse promptly upon request Purchaser for any expense or cost, including any reasonable professional fees, incurred with respect to such claim. Purchaser shall diligently pursue any such claim for refund, subject to the limitations and provisos in the preceding sentence.

(j) Shareholder Status. Each Shareholder hereby represents and warrants that he is a United States person so that payments made to him under this Agreement shall not be subject to income Tax withholding under Section 1441, 1442, 1443, 1445 or 1446 of the Code.

Section 8.9 Noncompetition and Nonsolicitation. For a period of five years from and after the Closing Date, neither Amato nor Sokolowski will engage directly or indirectly, and each such Person will cause his respective Affiliates not to engage directly or indirectly, in all or any portion of the Business other than on behalf of the Company or its Subsidiary; provided, however, that no owner of less than 5% of the outstanding stock of any publicly-traded corporation shall be deemed to be engaged in the Business. For a period of three years from and after the Closing Date, each of Amato and Sokolowski agrees that he will not and will cause his respective Affiliates not to recruit, offer employment, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any person who is an employee of any of the Company or its Subsidiary to leave the employ of the Company or any of the Company Subsidiaries. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8.9 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. For purposes of this Section 8.9 only, Affiliates shall not include Members of the Immediate Family of Amato or Sokolowski. The Parties hereby agree that $100,000 of the Total Purchase Price is in consideration for the non-competition covenant of Amato and $100,000 of the Total Purchase Price is in consideration for the non-competition covenant of Sokolowski included in this Section 8.9.

Section 8.10 Confidentiality. The Parties acknowledge that the Purchaser and the Company have previously executed the Confidentiality Agreement, which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly modified herein. Each Shareholder hereby agrees with the Purchaser that such Shareholder and its representatives shall not, and that such Shareholder shall cause its Affiliates not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of the Purchaser, disclose or use, in any way harmful to the Purchaser or the Company, or otherwise contrary to the interests of the Purchaser or the Company, any confidential or proprietary information involving or relating to the Business or the Company; provided, however, that the information subject to the foregoing provisions of this sentence shall not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof) or any information otherwise known on a non-confidential basis by any Shareholder or its Affiliates; and provided, further, that the provisions of this Section 8.10

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shall not prohibit any retention of records or disclosure (a) required by any applicable legal requirement so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to contest the same or (b) made in connection with the enforcement of any right or remedy relating to this Agreement.

Notwithstanding anything else contained in this Agreement, each Party hereto (and each employee, representative, or other agent of such Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all tax strategies relating to the transaction, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and tax strategies.

Section 8.11 Shareholders’ Release. Effective as of the Closing (but without limitation of claims arising from circumstances first existing and events first occurring from and after the Closing), each Shareholder hereby releases, remises and forever discharges any and all rights and claims that it has had, now has or might now have against the Company or its Subsidiary, except for (i) rights and claims arising from or in connection with this Agreement, (ii) ordinary compensation, expense reimbursement and health and dental plan reimbursements in the Ordinary Course of Business for the payroll period that includes the Closing Date, and (iii) in the case of Amato, COBRA rights.

Section 8.12 Further Assurances. From and after the Closing Date, upon the request of either the Shareholders or the Purchaser, each of the parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the transactions contemplated hereby. No Shareholder will take any action that is designed or intended to have the effect of discouraging any lessor, licensor, supplier, distributor or customer of the Company or other Person with whom the Company has a relationship from maintaining the same relationship with the Company after the Closing as it maintained prior to the Closing. Each Shareholder will refer all customer inquiries relating to the Business to the Purchaser, or the Company, as appropriate, from and after the Closing.

ARTICLE IX.

CONDITIONS TO THE CLOSING

Section 9.1 Conditions to Obligations of Each Party. The respective obligations of each Party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing by the Company or Purchaser in whole or in part, to the extent permitted by applicable law:

(a) No Injunction. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or enforced any statute, rule, regulation, executive order, decree, judgment, preliminary or permanent injunction or other order which is in effect and which prohibits, enjoins or otherwise restrains the consummation of the transactions contemplated hereby; provided, that the Parties shall use commercially reasonable efforts to cause any such decree, judgment, injunction or order to be vacated or lifted; and

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(b) HSR Act Waiting Period. Any applicable waiting period under the HSR Act relating to the transaction contemplated hereby shall have expired or terminated and no action shall have been instituted by the Department of Justice or the Federal Trade Commission challenging or seeking to enjoin the consummation of the transactions contemplated hereby, other than any such action that shall have been withdrawn or terminated.

(c) Withholding Amount. The Purchaser and the Shareholders shall have agreed upon the amount of withholding Taxes, if any, required to be withheld from the Cash Purchase Price in accordance with Section 2.4.

Section 9.2 Conditions Precedent to the Obligations of the Company and the Shareholders. The obligation of the Company and the Shareholders to effect the transactions contemplated hereby is also subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, unless waived in writing by the Company:

(a) Accuracy of Representations and Warranties. All representations and warranties made by the Purchaser Parties contained herein (a) that are not qualified by materiality shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date and (b) that are qualified by materiality shall be true and correct in all respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except, in each case, for representations and warranties that are made as of a specific date or time, which shall be true and correct in all respects only as of such specific date or time;

(b) Compliance with Covenants. The Purchaser Parties shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement to be performed or complied with by them prior to or at the Closing Date;

(c) Certified Resolutions. The Company shall have received a true and complete copy, certified by the Secretary of the Purchaser, of the resolutions duly and validly adopted by the board of directors of Purchaser and Holdings, as the sole shareholder of Purchaser, evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Company shall also have received a true and complete copy, certified by the Secretary of Holdings, of the resolutions duly and validly adopted by the board of directors of Holdings, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(d) Officer’s Certificates. The Company shall have received such certificates of Purchaser and Holdings, dated the Closing Date and signed by an executive officer of Purchaser and Holdings, respectively, to evidence satisfaction of the conditions set forth in Section 9.2(a) and Section 9.2(b) (insofar as each relates to Purchaser or Holdings, respectively) as may be reasonably requested by the Company;

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(e) Consents. All consents, approvals, orders, authorizations, registrations, declarations, and filings referred to in Section 5.3 required to be obtained or made prior to the Closing Date shall have been made or obtained;

(f) Holdings Contribution. The Holdings Shareholder shall have made the Holdings Contribution.

(g) Stockholders’ Agreement. The Holdings Shareholder shall have executed and delivered a stockholders agreement of Holdings substantially in the form attached hereto as Exhibit 9.2(g).

(h) Sokolowski Employment Agreement. The Company shall have executed and delivered to Sokolowski an employment agreement between Sokolowski and the Company substantially in the form attached hereto as Exhibit 9.2(h).

Section 9.3 Conditions Precedent to the Obligations of Purchaser. The obligation of Holdings and Purchaser to effect the transactions contemplated hereby is also subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, unless waived in writing by Purchaser:

(a) Accuracy of Representations and Warranties. All representations and warranties made by the Company and the Shareholders contained herein (a) that are not qualified by materiality or Company Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date and (b) that are qualified by materiality or Company Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except, in each case, for changes permitted or contemplated by this Agreement and except for representations and warranties that are made as of a specific date or time, which shall be true and correct in all respects only as of such specific date or time;

(b) Share Certificates. The Shareholders shall have delivered to the Purchaser certificates, duly endorsed (or accompanied by duly executed stock transfer powers) evidencing all of the Shares;

(c) Compliance with Covenants. Each of the Company and the Shareholders shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants, contained in this Agreement to be performed or complied with by it prior to or on the Closing Date;

(d) Certified Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the board of directors and the shareholders of the Company, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

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(e) Stockholders’ Agreement. The Rollover Shareholder shall have executed and delivered to Holdings a stockholders agreement of Holdings substantially in the form attached hereto as Exhibit 9.2(g).

(f) Officer’s Certificates. Purchaser shall have received such certificate of the Company, dated the Closing Date, signed by an executive officer of the Company to evidence satisfaction of the conditions set forth in Section 9.3(a) and Section 9.3(c) as may be reasonably requested by Purchaser;

(g) Consents. All consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 3.4 and Section 3.5 required to be made or obtained prior to the Closing Date shall have been made or obtained;

(h) Resignations. The Purchaser will have received the resignations, effective as of the Closing Date, of each officer and director of the Company, other than those whom the Purchaser will have specified in writing at least two Business Days prior to the Closing;

(i) No Company Material Adverse Effect. Since the Balance Sheet Date, there will have occurred no events nor will there exist circumstances which individually or in the aggregate have resulted or would reasonably be expected to result in a Company Material Adverse Effect;

(j) Repayment of Pre-Closing Debt. All Debt listed on Schedule 2.4(b)(2) shall have been repaid and the Shareholders will have obtained and delivered to the Purchaser documentation satisfactory to the Purchaser evidencing repayment and authorizations from the Company’s creditors to file termination statements with respect to all Liens securing such Debt;

(k) Financing. The Purchaser will have obtained the proceeds of the Financing on terms and conditions not materially less favorable to the Purchaser than those specified in the Commitment Letter.

(l) FIRPTA. Each Shareholder shall have provided to Purchaser a certificate meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2) to the effect that such Shareholder is not a foreign person.

(m) IP Assignment Agreements and Services Agreement. The Company and Fusion Software, Inc. (“ Fusion”) shall have executed and delivered to the Purchaser (i) an assignment agreement, in the form attached hereto as Exhibit 9.3(m)(1), clarifying Fusion’s participation in the development of any Company Software and assigning all rights Fusion may have in any Company Intellectual Property to the Company, and (ii) a services agreement, in the form attached hereto as Exhibit 9.3(m)(1), providing for the provision by Fusion to the Company of future application support services related to the Company Software.

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(n) Sokolowski Employment Agreement. Sokolowski and the Company shall have executed and delivered to the Purchaser an employment agreement between Sokolowski and the Company substantially in the form attached hereto as Exhibit 9.2(h).

(o) Termination of Close Corporation Agreement. The Shareholders and the Company shall have executed and delivered to the Purchaser a written termination of the Company’s Amended and Restated Close Corporation Agreement.

(p) Waiver under Sliter Employment Agreement. John Sliter shall have executed and delivered to the Company and the Purchaser a waiver of the amounts that would otherwise be payable pursuant to Section 6.7 of the Employment Agreement dated as of January 1, 2005 between John Sliter and the Company as a result of the transactions contemplated hereby, such waiver to be in the form attached hereto as Exhibit 9.3(p).

(q) Estimated Statements. The Estimated Closing Balance Sheet and Estimated Working Capital Statement shall each have been approved by the Purchaser as provided for in Section 2.6.

ARTICLE X.

TERMINATION

Section 10.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date:

(a) by mutual written consent of the Company and Purchaser;

(b) by either the Company or Purchaser, if (i) any federal or state court of competent jurisdiction or other federal or state governmental or regulatory body shall have issued any judgment, injunction, order or decree prohibiting, enjoining or otherwise restraining the transactions contemplated by this Agreement and such judgment, injunction, order or decree shall have become final and nonappealable or (ii) any statute, rule, regulation or executive order promulgated or enacted by any federal or state governmental authority after the date of this Agreement which prohibits the consummation of the transactions contemplated hereby shall be in effect;

(c) by the Company, if any condition in Section 9.1 or Section 9.2 (other than Sections 9.2(a) and (b), which are subject to Section 10.1(f)) shall have become incapable of satisfaction and shall not have been waived by the Company prior to the Closing Date, other than through the failure of the Company to comply with its obligations under this Agreement;

(d) by Purchaser, if any condition in Section 9.1 or Section 9.3 (other than Sections 9.3(a) and (c), which are subject to Section 10.1(e)) shall have become incapable of satisfaction and shall not have been waived by Purchaser prior to the Closing Date, other than through the failure of the Purchaser to comply with its obligations under this Agreement;

(e) by Purchaser if the Company or the Shareholders commit a material Breach of any covenant contained this Agreement, or if there is a material Breach of any representation or warranty made by the Company and the Shareholders in Article III and IV that

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is not qualified by materiality, or if there is a Breach of any representation or warranty made by the Company and the Shareholders in Article III and IV that is qualified by materiality and such Breach is incapable of being cured or has not been cured within 10 days after notice thereof other than through the failure of the Purchaser or Holdings to comply with their respective obligations under this Agreement;

(f) by the Company if the Purchaser commits a material Breach of any covenant contained in this Agreement, or if there is a material Breach of any representation or warranty made by the Purchaser Parties in Article V that is not qualified by materiality, or if there is a Breach of any representation or warranty made by the Purchaser Parties in Article V that is qualified by materiality and such Breach is incapable of being cured or has not been cured within 10 days after notice thereof other than through the failure of the Company or the Shareholders to comply with its obligations under this Agreement; or

(g) by either the Purchaser or the Company if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before the Termination Date.

Section 10.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement – other than the provisions of Sections 3.22, 4.5 and 5.6 (Brokers and Finders), 8.4 (Public Announcements), 8.10 (Confidentiality), 11.9 (Governing Law), 11.10 (Remedies and Limitations), 11.11 (Jurisdiction and Venue), 11.12 (Waiver of Jury Trial) and 11.13 (Expenses) – will then be null and void and have no further force and effect and all other rights and Liabilities of the parties hereunder will terminate without any Liability of any party to any other party, except for, and subject to Section 11.10 hereof, Liabilities arising in respect of breaches by any party, or the failure by any party to comply with its obligations under, this Agreement on or prior to the Termination Date.

ARTICLE XI.

MISCELLANEOUS

Section 11.1 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) or sent by fax (with immediate confirmation) or nationally recognized overnight courier service, as follows:

(a) if to Holdings or Purchaser, to such party at:

c/o Fenway Partners, Inc.

152 W. 57th Street

New York, New York 10029

Attn: Timothy P. Mayhew and Joseph Domonkos

Fax: 212-581-1205

with a copy to:

Ropes & Gray LLP

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One International Place

Boston, Massachusetts 02110-2624

Attn: C. Todd Boes, Esq.

Fax: (617) 951-7050

(b) if to the Company, to:

Panther II Transportation, Inc.

4940 Panther Parkway

Seville, Ohio 44273

Attn: Daniel K. Sokolowski

Fax: (330) 725-4530

with a copy to:

Dorsey & Whitney LLP

250 Park Avenue

New York, New York 10177

Attn: Wesley C. Fredericks, Jr., Esq.

Fax: (212) 953-7201

Buckingham, Doolittle & Burroughs, LLP

P.O. Box 1500, 50 South Main Street

Akron, Ohio 44309

Attn: Nicholas T. George, Esq.

Fax: (330) 252-5498

And a copy to:

Seabury Securities LLC

540 Madison Avenue

New York, New York 10022

Attn: Eric H. Schless, Managing Director

Fax: (212) 284-1144

(c) if to the Shareholders, to:

Craig T. Amato

1609 Flager Avenue

Key West, FL 33040

Daniel K. Sokolowski

4090 Huffman Road

Medina, Ohio 44256

or to such other Person or address or facsimile number as any Party shall specify by like written notice to the other Parties hereto (any such notice of a change of address to be effective only upon actual receipt thereof).

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Section 11.2 Entire Agreement. This Agreement (including the schedules, exhibits and other documents referred to herein), together with the Confidentiality Agreement, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements and understandings between any of the Parties hereto with respect to the subject matter hereof. This Agreement shall not be effective unless and until executed and delivered by each Party hereto.

Section 11.3 Assignment; Binding Effect. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned, in whole or in part, by the Purchaser (whether by operation of law or otherwise) without the prior written consent of the other Party hereto; provided, however, that the Purchaser may (a) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any provider of the Financing and (b) designate one or more of its Affiliates to perform its obligations hereunder, in each case, so long as Purchaser is not relieved of any Liabilities hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person, other than the Parties, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 11.4 Amendments. This Agreement may be amended by the Parties at any time prior to the Closing Date; provided, that this Agreement may not be amended or modified except by an instrument in writing signed on behalf of each of the Parties hereto. After the Closing Date this Agreement may only be amended by an instrument in writing signed by Purchaser and the Shareholders’ Representative and their successors or assigns.

Section 11.5 Waivers. At any time prior to the Closing Date, the Company and the Shareholders’ Representative, on the one hand, or Purchaser, on the other hand, may, to the extent legally allowed, (a) extend the time specified herein for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties of the other contained herein or in any document delivered pursuant hereto or (c) waive compliance by the other with any of the agreements or covenants of such other Party or Parties (as the case may be) contained herein. Any extension or waiver hereunder shall be valid only if set forth in a written instrument signed on behalf of the Party or Parties to be bound thereby. No such extension or waiver shall constitute a waiver of, or estoppel with respect to, any subsequent or other Breach or failure to strictly comply with the provisions of this Agreement. The failure of any Person to insist on strict compliance with this Agreement or to assert any of its rights or remedies hereunder or with respect hereto shall not constitute a waiver of such rights or remedies.

Section 11.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated thereby is not affected in any manner materially adverse to any Party or third party beneficiary. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Persons who are authorized to amend this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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Section 11.7 Captions. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws which would result in the application of the laws of another jurisdiction.

Section 11.10 Remedies and Limitations. No Party hereto shall be liable to any other, and Purchaser shall not be liable to any Shareholder nor shall any Shareholder, to the extent if at all he or it is construed to have any obligations hereunder, be liable to any Party hereto for punitive damages claimed by such other Party resulting from such first Party’s breach of its obligations, agreements, representations or warranties hereunder.

Section 11.11 Jurisdiction; Venue; Services of Process. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state or federal courts sitting in New York County, New York, for any Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any Proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against it in any such court. Each of the Parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in state or federal courts sitting in New York County, New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 11.12 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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Section 11.13 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence of this Agreement and applies to all terms and conditions contained herein with respect to, and for the benefit of, each Party hereto.

Section 11.14 Expenses. With respect to transaction expenses incurred in connection with the transactions contemplated by this Agreement: (i) if the Closing occurs, (a) the Company will pay, prior to the Closing, any transaction expenses incurred by the Company or the Subsidiary before the Company revokes its S election and the Shareholders will be solely responsible for any other transaction expenses of the Shareholders and the Company (including the Transaction Expenses) and (b) the Shareholders will not have any Liability in respect of the transaction expenses of the Purchaser (which will be borne by the Company without any deduction or setoff against the Total Purchase Price); and (ii) if the Closing does not occur, the Purchaser will not have any Liability in respect of the transactions expenses of any Shareholder, the Company or its Subsidiary (including the Transaction Expenses), nor will any Shareholder or the Company have any Liability in respect of the transaction expenses of the Purchaser. Nothing in this Section 11.14 will limit any Party’s Liability for breaches by such Party of, or the failure by such Party to comply with its obligations under, this Agreement.

Section 11.15 Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the Parties agrees that, without posting bond or other undertaking, the other Parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.

Section 11.16 Schedules; Listed Documents, etc. Neither the listing nor description of any item, matter or document in any section of the Company Disclosure Schedule will be construed to modify, qualify or disclose an exception to any representation or warranty of any party made herein or in connection herewith, except to the extent that (a) such representation or warranty specifically refers to such section of the Company Disclosure Schedule or (b) the relevance or applicability of such listing or description to such representation or warranty is obvious on the face of such listing or description.

Section 11.17 Shareholder Obligations.

(a) The covenants, agreements and obligations of Amato and the Amato Trusts hereunder (either as such or to the extent arising as covenants, agreements or obligations of the Shareholders) shall be joint and several as between Amato and each of the Amato Trusts.

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(b) The covenants, agreements and obligations of Sokolowski and the Sokolowski Revocable Trust hereunder (either as such or to the extent arising as covenants, agreements or obligations of the Shareholders) shall be joint and several as between Sokolowski and the Sokolowski Revocable Trust.

Section 11.18 Provisions Concerning Shareholders’ Representative.

(a) Appointment. Each Shareholder hereby appoints the Shareholders’ Representative as the agent, proxy and attorney-in-fact for such Shareholder for all purposes under this Agreement (including full power and authority to act on the Shareholders’ behalf). Without limiting the generality of the foregoing, the Shareholders’ Representative will be authorized to:

(1) in connection with the Closing, execute and receive all documents, instruments, certificates, statements and agreements on behalf of and in the name of the Shareholders necessary to effectuate the Closing and consummate the transactions contemplated hereby;

(2) take all actions on behalf of the Shareholders with respect to the matters set forth in Sections 2.6, 2.7 and 8.8;

(3) execute and deliver, should it elect to do so in its sole discretion, on behalf of the Shareholders, any amendment to this Agreement so long as such amendment will apply equally to all Shareholders; and

(4) take all other actions to be taken by or on behalf of the Shareholders and exercise any and all rights which the Shareholders are permitted or required to do or exercise under this Agreement.

(b) Liability. The Shareholders’ Representative will not be liable to any Shareholder for any action taken by it in good faith pursuant to this Agreement, and the Shareholders will jointly and severally indemnify the Shareholders’ Representative from any Losses arising out of its serving as the Shareholders’ Representative hereunder. The Shareholders’ Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of the Shareholders hereunder, and the Purchaser agrees that it will not look to the personal assets of the Shareholders’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Shareholders hereunder.

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IN WITNESS WHEREOF, the Parties have executed this Contribution and Share Purchase Agreement as of the date first above written.

PANTHER II TRANSPORTATION, INC.
By:	/s/ Daniel K. Sokolowski
Name:	Daniel K. Sokolowski
Title:	President
PTHR HOLDINGS, INC.
By:	/s/ Marc Kramer
Name:	Marc Kramer
Title:	Vice President and Secretary
PANTHER ACQUISITION, INC.
By:	/s/ Marc Kramer
Name:	Marc Kramer
Title:	Vice President and Secretary
SHAREHOLDERS:
/s/ Daniel K. Sokolowski
Daniel K. Sokolowski individually, as Trustee of the Daniel K. Sokolowski Revocable Trust U/A dated 2/16/98 and in his capacity as Shareholders’ Representative
/s/ Craig T. Amato
Craig T. Amato individually, as Trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and in his capacity as Shareholders’ Representative
/s/ Ellen A. Amato
Ellen A. Amato, as Trustee of the Amato FLIT Trust U/A/D 12/31/03

EX-4.1

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORM OF WARRANT TO PURCHASE COMMON STOCK

OF

PANTHER EXPEDITED SERVICES, INC.

Warrant No.      Issued on:                     

This certifies that in return for good and valuable consideration, receipt of which is hereby acknowledged,                                  is entitled, subject to the terms and conditions of this Warrant (including, without limitation, the restrictions on exercise in Sections 2.1 and 2.4), to purchase from Panther Expedited Services, Inc., a Delaware corporation (the “Company”) at any time prior to 5:00 p.m. eastern time on August 31, 2019 (the “Expiration Date”) up to the Warrant Share Number of shares of Warrant Stock at a price per share equal to the Per Share Exercise Price, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Per Share Exercise Price for each share of Warrant Stock so purchased pursuant to Section 2.2 hereof. The Per Share Exercise Price and the number and character of shares of Warrant Stock purchasable under this Warrant are subject to adjustment as provided herein.

This Warrant is (i) issued in connection with the execution and delivery of the Joinder Agreement (the “Joinder Agreement”) to the Note Purchase Agreement entered into by the Holder on August 31, 2009 and is subject to the provisions thereof and (ii) subject to the terms and conditions of the Stockholders Agreement.

1. DEFINITIONS. The following definitions shall apply for purposes of this Warrant:

1.1 “Company” means the “Company” as defined above and includes any entity which shall succeed to or assume the obligations of the Company under this Warrant.

1.2 “Holder” means any person who shall at the time be the registered holder of this Warrant.

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1.3 “Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of January 11, 2006, as amended, restated, supplemented or otherwise modified from time to time, by and among Panther II Transportation, Inc., the Company, Panther II, Inc. f/k/a Sokolowski, Inc., Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, Key Transportation Services, Inc., Integres Global Logistics, Inc., York Street Mezzanine Partners, L.P., York Street Mezzanine Partners II, L.P., CUNA Mutual Life Insurance Company, Members Life Insurance Company, CUNA Mutual Insurance Society, CUMIS Insurance Society, Inc. and the other purchasers from time to time party thereto.

1.4 “Per Share Exercise Price” means $0.01 per share of Warrant Stock, as adjusted pursuant to Section 4.

1.5 “Stockholders Agreement” shall mean the Amended & Restated Stockholders Agreement by and among the Company and the stockholders party thereto, amended and restated as of January 11, 2006, as amended from time to time and in effect.

1.6 “Warrant” means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

1.7 “Warrant Share Number” means the aggregate number of shares of Warrant Stock issuable upon the exercise of this Warrant, which initially shall be                      subject to adjustment pursuant to Section 4.

1.8 “Warrant Stock” means the common stock, par value $0.01 per share, of the Company. The number and type of shares of Warrant Stock are subject to adjustment as provided herein and the term “Warrant Stock” shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant in accordance with its terms.

2. EXERCISE.

2.1 Method of Exercise. Subject to the terms and conditions of this Warrant, the Holder may exercise this Warrant in whole or in part, at any time or from time to time, on any business day before the Expiration Date for up to the Warrant Share Number of shares of Warrant Stock.

2.2 Form of Payment. Payment of the aggregate purchase price for the applicable number of shares of Warrant Stock to be purchased may be made, at the election of the Holder, as follows:

(a) Cash Exercise. The Holder may deliver to the Company payment in an amount equal to the product of (i) number of shares of Warrant Stock to be purchased by the Holder and (ii) the Per Share Exercise Price. Such payment may be made by (x) a check payable to the order of the Company, (y) wire transfer of immediately available funds to an account designated by the Company, or (z) any combination of the foregoing.

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(b) Net Exercise. The Holder may exercise the Warrant for up to the Warrant Share Number, in which event the Company shall issue to the Holder the number of shares of Warrant Stock computed using the following formula:

X=	Y* (A - B)
	A

where:

X = the number of shares of Warrant Stock to be issued to the Holder;

Y = the number of shares of Warrant Stock for which this Warrant is being exercised (at the date of issuance);

A = the fair market value of one share of Warrant Stock (as determined by the Board of Directors of the Company in good faith as of the date on which the Holder delivers the duly executed subscription form; and

B = the Per Share Purchase Price (as adjusted to the date of issuance).

2.3 Partial Exercise. Upon a partial exercise of this Warrant: (a) the Warrant Share Number immediately prior to such exercise shall be reduced by the aggregate number of shares of Warrant Stock obtained by such partial exercise and (b) this Warrant shall be surrendered by the Holder and replaced with a new Warrant of like tenor in which the Warrant Share Number is so reduced.

2.4 Restrictions on Exercise. As a condition to the exercise of this Warrant, the Holder shall (a) execute the subscription form attached hereto as Exhibit 1, confirming and acknowledging that the representations and warranties of the Holder set forth in the Joinder Agreement are true and correct as of the date of exercise and (b) comply with Section 6 hereof.

2.5 Loss or Destruction of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

3. ISSUANCE OF STOCK. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person or entity entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or entity entitled to receive the same a certificate for the number of shares of Warrant Stock issuable upon such exercise.

4. ADJUSTMENT PROVISIONS. The number and type of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Per Share

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Exercise Price therefor, are subject to adjustment upon the occurrence of the following events between the date this Warrant is issued and the date it is exercised (provided, that the Per Share Exercise Price shall in no event be less than the par value of a share of Warrant Stock):

4.1 Adjustment for Stock Splits and Stock Dividends. The Per Share Exercise Price of this Warrant and the number of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall each be proportionally adjusted to reflect any stock dividend, stock split or reverse stock split, or other similar event affecting the number of outstanding shares of Warrant Stock (or such other stock or securities).

4.2 Adjustment for Other Dividends and Distributions. In the event that the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the Warrant Stock that is payable in (a) securities of the Company (other than issuances with respect to which adjustment is made under Sections 4.1 or 4.3) or (b) assets (other than cash dividends paid or payable solely out of retained earnings), then, and in each such case, the Holder, upon exercise of this Warrant at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Warrant Stock issuable upon such exercise prior to such date, the securities or such other assets of the Company to which the Holder would have been entitled upon such date if the Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

4.3 Adjustment for Reorganization, Consolidation, Merger. In the event of any recapitalization or reorganization of the Company after the date of this Warrant, or in case, after such date, the Company shall consolidate with or merge into another entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation or merger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation or merger if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing entity in such reorganization, consolidation or merger (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation or merger. For the avoidance of doubt, nothing in this Section 4.3 shall entitle the Holder to any securities (or rights to receive any securities) unless the holders of outstanding Warrant Stock are also entitled to receive such securities.

4.4 Notice of Adjustments. The Company shall promptly give written notice of each adjustment or readjustment of the Per Share Exercise Price, the Warrant Share Number or the number or type of other securities issuable upon exercise of this Warrant. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

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4.5 No Change Necessary. The form of this Warrant need not be changed because of any adjustment in the Per Share Exercise Price or in the Warrant Stock issuable upon its exercise or the number or type of other securities issuable upon the exercise of this Warrant.

4.6 Reservation of Stock. If at any time the number of shares of authorized Warrant Stock or other securities issuable upon exercise of this Warrant shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Warrant Stock or other securities issuable upon exercise of this Warrant as shall be sufficient for such purpose.

5. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Warrant does not by itself entitle the Holder to any voting rights or other rights or liabilities as a stockholder of the Company. In the absence of affirmative action by the Holder to purchase Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Notwithstanding the foregoing, subject to the provisions of the Third Amended and Restated Certificate of Incorporation of the Company (as the same may be amended or restated from time to time), the Company may, at its sole option, elect to pay per share cash dividends on all outstanding Warrant Stock, in which case the Company shall pay to the Holder all cash dividends paid to holders of outstanding Warrant Stock prior to the exercise of this Warrant on the same terms and conditions as such dividends are paid to the other holders of outstanding Warrant Stock.

6. COVENANT TO JOIN STOCKHOLDER AGREEMENT. This Warrant and the Warrant Stock received upon the exercise of this Warrant shall be subject to the Stockholders Agreement, and the issuance of this Warrant is conditioned upon the execution and delivery by the Holder of a joinder to the Stockholders Agreement to the extent the Holder is not otherwise party to the Stockholder Agreement as an Investor (as such term is defined in the Stockholders Agreement). This Warrant and the Warrant Stock received upon exercise of this Warrant shall be subject to the rights, restrictions and obligations applicable to “Investor Shares” (as defined in the Stockholders Agreement) as provided in the Stockholders Agreement (as amended and in effect from time to time).

7. NO IMPAIRMENT. The Company will not, by amendment of its certificate of incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder against wrongful impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of Warrant Stock upon the exercise of this Warrant.

8. TRANSFER. Other than (i) to Permitted Transferees (as such term is defined in the Stockholders Agreement) who agree to be bound by this Warrant and the Stockholders Agreement to the same extent as the transferor, or (ii) any Transfers (as such term is defined in the Stockholders Agreement) to the extent permitted or required pursuant to the terms of the

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Stockholders Agreement, neither this Warrant nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent.

9. GOVERNING LAW. This Agreement, the rights of the parties and all actions, claims or suits arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

10. HEADINGS. The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

11. NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by electronic mail or facsimile if sent during normal business hours of the recipient, or if not sent during normal business hours, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth in the Joinder Agreement.

12. AMENDMENT; WAIVER. This Warrant may be amended and provisions may be waived only by the mutual written consent of the Holder and the Company.

13. SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

14. TERMS BINDING. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant and the Joinder Agreement. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant.

15. JOINDER AGREEMENT. This Warrant incorporates by reference all the terms of the Joinder Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date first above written.

THE COMPANY:

PANTHER EXPEDITED SERVICES, INC.

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

AGREED AND ACKNOWLEDGED AS OF THE

DATE FIRST SET FORTH ABOVE:

THE HOLDER:

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

EXHIBIT 1

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To: Panther Expedited Services, Inc.

(1) The undersigned Holder hereby elects to purchase                  shares of Common Stock of Panther Expedited Services, Inc. (the “Warrant Stock”), pursuant to the terms of the attached Warrant, it being understood and agreed that if the “net exercise” provision of Section 2.2(b) of the Warrant is elected by completing item 2(b) below, the actual number of shares of Common Stock issued to the undersigned will be calculated pursuant to Section 2.2(b) of the Warrant.

(2) The undersigned (a) tenders herewith payment of the purchase price for such shares in full or (b) surrenders              shares of Warrant Stock (on the condition that a new Warrant for the balance of any remaining shares of Warrant Stock for which the attached Warrant is exercisable).

(3) In exercising the Warrant, the undersigned Holder hereby confirms and acknowledges that the representations and warranties set forth in Section 4 of the Joinder Agreement (as defined in the Warrant) as they apply to the undersigned Holder continue to be true and correct as of this date.

(4) Please issue a certificate or certificates representing such shares of Warrant Stock in the name specified below:

(Name)

(Address)

(City, State, Zip Code)

(Federal Tax Identification Number)

(Date)

EX-10.1

Exhibit 10.1

EXECUTION COPY

$90,000,000 CREDIT FACILITY

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January 11, 2006

by and among

PANTHER II TRANSPORTATION, INC.,

as the Borrower,

ANTARES CAPITAL CORPORATION,

for itself, as a Lender, and as Agent for all Lenders,

GE CAPITAL MARKETS, INC.,

as the Lead Arranger,

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders

TABLE OF CONTENTS

ARTICLE I - THE CREDITS		1
1.1	Amounts and Terms of Commitments	1
1.2	Notes	5
1.3	Interest	5
1.4	Loan Accounts	7
1.5	Procedure for Revolving Credit Borrowing	7
1.6	Conversion and Continuation Elections	8
1.7	Optional Prepayments	9
1.8	Mandatory Prepayments of Loans and Commitment Reductions	10
1.9	Fees	14
1.10	Payments by the Borrower	15
1.11	Payments by the Lenders to the Agent; Settlement	16
ARTICLE II - CONDITIONS PRECEDENT		18
2.1	Conditions of Effectiveness	18
2.2	Conditions to All Borrowings	21
ARTICLE III - REPRESENTATIONS AND WARRANTIES		22
3.1	Corporate Existence and Power	22
3.2	Corporate Authorization; No Contravention	23
3.3	Governmental Authorization	23
3.4	Binding Effect	24
3.5	Litigation	24
3.6	No Default	24
3.7	ERISA Compliance	24
3.8	Use of Proceeds; Margin Regulations	25
3.9	Title to Properties	25
3.10	Taxes	25
3.11	Financial Condition	26
3.12	Environmental Matters	26
3.13	Collateral Documents	27
3.14	Regulated Entities	27
3.15	Solvency	27
3 16	Labor Relations	27
3.17	Copyrights, Patents, Trademarks and Licenses, etc.	27
3.18	Subsidiaries	28
3.19	Brokers’ Fees; Transaction Fees	28
3.20	Insurance	28
3.21	Full Disclosure	28
3.22	Certain Other Representations and Warranties	29
3.23	Foreign Assets Control Regulations and Anti-Money Laundering	29
3.24	Material Contracts	29
ARTICLE IV - AFFIRMATIVE COVENANTS		30
4.1	Financial Statements	30

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4.2	Certificates; Borrowing Base Certificates; Other Information	30
4.3	Notices	32
4.4	Preservation of Corporate Existence, Etc.	34
4.5	Maintenance of Property	34
4.6	Insurance	35
4.7	Payment of Obligations	36
4.8	Compliance with Laws	36
4.9	Inspection of Property and Books and Records	36
4.10	Use of Proceeds	37
4.11	Solvency	37
4.12	Further Assurances	37
4.13	Interest Rate Protection	38
ARTICLE V - NEGATIVE COVENANTS		39
5.1	Limitation on Liens	39
5.2	Disposition of Assets	40
5.3	Consolidations and Mergers	41
5.4	Loans and Investments	41
5.5	Limitation on Indebtedness	42
5.6	Transactions with Affiliates	43
5.7	Management Fees and Compensation	43
5.8	Use of Proceeds	44
5.9	Contingent Obligations	45
5.10	Compliance with ERISA	45
5.11	Restricted Payments	46
5.12	Change in Business	48
5.13	Change in Structure	48
5.14	Accounting Changes	48
5.15	Amendments to Related Agreements and Subordinated Indebtedness	48
5.16	No Negative Pledges	48
5.17	OFAC	49
5.18	Integration	49
5.19	Stay, Extension and Usury Laws	49
ARTICLE VI - FINANCIAL COVENANTS		49
6.1	Capital Expenditures	50
6.2	Senior Leverage Ratio	50
6.3	Fixed Charge Coverage Ratio	51
6.4	Interest Coverage Ratio	51
ARTICLE VII - EVENTS OF DEFAULT		52
7.1	Event of Default	52
7.2	Remedies	55
7.3	Rights Not Exclusive	56
7.4	Cash Collateral for Letters of Credit	56

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ARTICLE VIII - THE AGENT		56
8.1	Appointment and Authorization	56
8.2	Delegation of Duties	56
8.3	Liability of Agent	56
8.4	Reliance by Agent	57
8.5	Notice of Default	57
8.6	Credit Decision	58
8.7	Indemnification	58
8.8	Agent in Individual Capacity	59
8.9	Successor Agent	59
8.10	Collateral Matters	59
8.11	Documentation Agent and Syndication Agent	60
ARTICLE IX - MISCELLANEOUS		60
9.1	Amendments and Waivers	60
9.2	Notices	61
9.3	No Waiver; Cumulative Remedies	62
9.4	Costs and Expenses	63
9.5	Indemnity	63
9.6	Marshaling; Payments Set Aside	64
9.7	Successors and Assigns	65
9.8	Assignments, Participations, etc.	65
9.9	Confidentiality	67
9.10	Set-off; Sharing of Payments	68
9.11	Notification of Addresses, Lending Offices, Etc.	69
9.12	Counterparts	69
9.13	Severability; Facsimile Signature	69
9.14	Captions	69
9.15	Independence of Provisions	69
9.16	Interpretation	69
9.17	No Third Parties Benefited	69
9.18	Governing Law and Jurisdiction	69
9.19	Waiver of Jury Trial	70
9.20	Entire Agreement; Release	71
9.21	Patriot Act	71
9.22	Replacement of Lender	71
9.23	Continued Effectiveness; No Novation	72
9.24	Press Release and Related Matters	72
ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY		72
10.1	Taxes	72
10.2	Illegality	76
10.3	Increased Costs and Reduction of Return	76
10.4	Funding Losses	77
10.5	Inability to Determine Rates	78
10.6	Reserves on LIBOR Rate Loans	78
10.7	Certificates of Lenders	78
10.8	Survival	78
ARTICLE XI - DEFINITIONS		79
11.1	Defined Terms	79
11.2	Other Interpretive Provisions	98
11.3	Accounting Principles	99

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SCHEDULES
Schedule 1.1 (a)	Term Loan Commitments
Schedule 1.1 (b)	Revolving Loan Commitments
Schedule 3.2	Capitalization
Schedule 3.5	Litigation
Schedule 3.7	ERISA
Schedule 3.9	Title to Properties
Schedule 3.10	Taxes
Schedule 3.17	Intellectual Property
Schedule 3.19	Brokers Fees; Transaction Fees
Schedule 3.24	Material Contracts
Schedule 5.1	Liens
Schedule 5.5	Indebtedness
Schedule 5.6	Affiliate Transactions
Schedule 5.9	Contingent Obligations
EXHIBITS
Exhibit 1.8(e)	Excess Cash Flow Certificate
Exhibit 4.2(b)	Compliance Certificate
Exhibit 5.7	Performance Bonuses
Exhibit 11.1(a)	Borrowing Base Certificate
Exhibit 11.1(b)	Notice of Borrowing
Exhibit 11.1(c)	Notice of Continuation/Conversion
Exhibit 11.1(d)	Revolving Note
Exhibit 11.1(e)	Term Note
Exhibit 11.1(f)	Swing Line Note

iv

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of January 11, 2006, by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (the “Borrower”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such other Lenders.

W I T N E S S E T H:

WHEREAS, Panther Acquisition, Inc., an Ohio corporation and predecessor of the Borrower (“Acquisition Co.”), the Agent and certain of the Lenders are parties to a Credit Agreement dated as of June 10, 2005 (as heretofore amended, modified and supplemented, including, without limitation, pursuant to that certain First Amendment to Loan Documents dated as of September 21, 2005, the “Original Credit Agreement”); and

WHEREAS, the Borrower, the Agent and the Lenders desire to amend and restate in its entirety the Original Credit Agreement, without constituting a novation, all on the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto amend and restate the Original Credit Agreement in its entirety as follows:

ARTICLE I - THE CREDITS

1.1 Amounts and Terms of Commitments.

(a) The Term Loan. Borrower acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the outstanding principal amount of the “Term Loan A” under the Original Credit Agreement is $49,350,000 and of the “Term Loan B” under the Original Credit Agreement is $8,000,000 (collectively, the “Existing Term Loans”), in each case all of which Existing Term Loans hereby shall be deemed to have been, and hereby is, converted into a portion of the outstanding Term Loan hereunder in like amount without constituting a novation, and Borrower hereby represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of such Existing Term Loans. Each Lender with a Term Loan Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to lend to Borrower on the Restatement Effective Date, the additional amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount, together with the amount of the Existing Term Loans of such Lender, being referred to herein as such Lender’s “Term Loan Commitment”). Amounts borrowed, or deemed borrowed, under this subsection 1.1(a) are referred to as the “Term Loan”. Amounts borrowed, or deemed borrowed, as the Term Loan which are repaid or prepaid by the Borrower may not be reborrowed.

(b) The Revolving Credit. Each Lender with a Revolving Loan Commitment severally and not jointly agrees, on the terms and conditions hereinafter set forth, to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Restatement Effective Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” (such amount as the same may be reduced from time to time pursuant to subsection 1.8(f) hereof or as a result of one or more assignments pursuant to Section 9.8, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be the lesser of:

(i) the “Borrowing Base” (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, or

(ii) the Aggregate Revolving Loan Commitment then in effect;

less , in either case, the sum of (a) the aggregate amount of Letter of Credit Participation Liability and (b) the Swing Line Commitment in effect at such time.

If at any time the then outstanding balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. Borrower and each Lender with a Revolving Loan Commitment under the Original Credit Agreement hereby acknowledge and agree that, immediately prior to the effectiveness of this Agreement, except for Letter of Credit Participation Liability arising under the Existing Letters of Credit, there are no “Revolving Loans” outstanding under the Original Credit Agreement.

(c) Lender Letters of Credit and Letter of Credit Participation Agreements. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, the Revolving Loan Commitment may, in addition to advances of Revolving Loans, be utilized, upon the request of Borrower, for (i) the issuance of letters of credit by the Agent or an Affiliate of the Agent (each such letter of credit, a “Lender Letter of Credit”) or (ii) the issuance of letter of credit participation agreements by Agent (each such letter of credit participation, a “Letter of Credit Participation Agreement”) to confirm payment to banks (whether or not such banks are Lenders) which issue letters of credit for the account of Borrower on behalf of each Lender having a Revolving Loan Commitment (severally and not jointly) according to such Lender’s Revolving Loan Commitment. The aggregate amount of Letter of Credit Participation Liability with respect to all Lender Letters of Credit and Letter of Credit Participation Agreements outstanding at any time shall not exceed $7,500,000. As of the Restatement Effective Date, all of the Lender Letters of Credit and Letter of Credit Participation Agreements issued under the Original Credit Agreement (collectively, the “Existing Letters of Credit”) shall be deemed to be Lender Letters of Credit and Letter of Credit Participation Agreements, as the case may be, issued hereunder and shall be subject to all of the

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terms and provisions of this Agreement and the other Loan Documents applicable to Lender Letters of Credit and Letter of Credit Participation Agreements issued hereunder. Each Lender with a Revolving Loan Commitment agrees that its obligations with respect to Lender Letters of Credit and Letter of Credit Participation Agreements pursuant to this subsection 1.1(c) shall include the Existing Letters of Credit and the Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of such Existing Letters of Credit and (y) reaffirms its obligation to reimburse the Agent (or Affiliate of the Agent) for honored drawings under such Existing Letters of Credit in accordance with the terms and provisions of this Agreement and the other Loan Documents.

The Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse the Agent immediately for any amounts paid by the Agent (or Affiliate of the Agent) under any Lender Letter of Credit or Letter of Credit Participation Agreement. All amounts paid by the Agent (or Affiliate of the Agent) with respect to any Lender Letter of Credit or Letter of Credit Participation Agreement that are not immediately repaid by Borrower with the proceeds of a Revolving Loan or otherwise shall bear interest at the interest rate then applicable to Revolving Loans, calculated using the Base Rate and the Applicable Margin then in effect. The Borrower hereby authorizes and directs the Lenders with Revolving Loan Commitments (or if the Revolving Loan Commitments have terminated, who had a Revolving Loan Commitment at the time of such termination), at the Agent’s option, to make a Revolving Loan in the amount of any payment made by the Agent (or Affiliate of the Agent) with respect to any Lender Letter of Credit or Letter of Credit Participation Agreement. Each Lender agrees to fund its Commitment Percentage of any Revolving Loan made pursuant to this subsection 1.1(c) and, if no such Revolving Loans are made, each Lender with a Revolving Loan Commitment (or if the Revolving Loan Commitments have terminated, who had a Revolving Loan Commitment at the time of such termination) agrees to purchase, and shall be deemed to have purchased on the date on which it pays to the Agent its ratable portion of any payments made by the Agent (or Affiliate of the Agent), a participation in such Lender Letter of Credit or Letter of Credit Participation Agreement in an amount equal to its ratable share of such Lender Letter of Credit or Letter of Credit Participation Agreement based upon the Revolving Loan Commitments then in effect (or which were in effect at the time the Revolving Loan Commitments terminated) and each Lender agrees to pay to the Agent promptly such share of any payments made by the Agent (or Affiliate of the Agent) under such Lender Letter of Credit or Letter of Credit Participation Agreement. The obligations of each Lender under the preceding two (2) sentences shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 2.2 hereof.

In addition to all other terms and conditions set forth in this Agreement, the issuance by the Agent (or Affiliate of the Agent) of any Lender Letter of Credit or Letter of Credit Participation Agreement shall be subject to the condition precedent that the Lender Letter of Credit, Letter of Credit Participation Agreement or the letter of credit or written contract for which Borrower requests a Letter of Credit Participation Agreement shall support a transaction entered into by Borrower or one of its Subsidiaries in the Ordinary Course of Business, or

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otherwise be reasonably acceptable to Agent, and shall be in such form, be for such amount, and contain such terms as are reasonably satisfactory to Agent.

The expiration date of each Lender Letter of Credit shall be on a date which is the earlier of (a) one year from its date of issuance, or (b) the thirtieth (30th) day before the Revolving Termination Date. Each Letter of Credit Participation Agreement shall provide that the Letter of Credit Participation Agreement terminates and all demands or claims for payment must be presented by a date certain, which date will be the earlier of (a) one year from its date of issuance, or (b) the thirtieth (30th) day before the Revolving Termination Date.

Borrower shall give Agent at least seven (7) Business Days’ prior written notice specifying the date a Lender Letter of Credit or Letter of Credit Participation Agreement is to be issued, identifying the beneficiary and describing the nature of the transactions proposed to be supported thereby. The notice shall be accompanied by the drawing terms for the Lender Letter of Credit or form of each letter of credit signed by the Borrower as applicant and account party.

(d) Swing Line Loans. The Swing Line Lender may, in its sole and absolute discretion, make Loans to the Borrower (each such Loan, a “Swing Line Loan”) from time to time on any Business Day during the period from the Restatement Effective Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Swing Line Lender’s name in Schedule 1.1(d) under the heading “Swing Line Commitment” or in an Assignment and Acceptance pursuant to which Swing Line Lender first becomes a party hereto (such amount as the same may be reduced from time to time pursuant to subsection 1.7(c) hereof or as a result of one or more assignments pursuant to Section 9.8, being referred to herein as such Lender’s “Swing Line Commitment”); provided, however, that, after giving effect to any Borrowing of Swing Line Loans, (i) the aggregate principal amount of all outstanding Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the sum of the aggregate amount of all outstanding Swing Line Loans, outstanding Revolving Loans and the aggregate amount of Letter of Credit Participation Liability shall not exceed the lesser of:

(i) the “Borrowing Base” (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, or

(ii) the Aggregate Revolving Loan Commitment then in effect.

Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(d) may be repaid and reborrowed from time to time.

If at any time the then outstanding principal balance of Swing Line Loans exceeds the Swing Line Commitment, then the Borrower shall immediately prepay outstanding Swing Line Loans in an amount sufficient to eliminate such excess. Outstanding Swing Line Loans shall not be deemed outstanding Revolving Loans. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Swing Line Lender agrees that, without the prior written consent of Required Revolving Lenders, it will not make any Swing Line Loan to Borrower, and Borrower agrees that it shall not be entitled to receipt of proceeds of a Swing Line Loan, after Swing Line Lender has received written notice from the Borrower or Agent (either individually or at the direction of Required Revolving Lenders) that an Event of Default has occurred and is continuing.

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(e) Lender Assignments. Each Lender, severally and not jointly, hereby agrees that the Lenders’ pro rata shares of the Revolving Loan Commitment and the Term Loan Commitment as of the Restatement Effective Date shall be as set forth on Schedules 1.1 (a) and 1.1(b) attached hereto. The Assigning Lenders and the Assignee Lenders, severally and not jointly, hereby agree, on the Restatement Effective Date, to effect any inter-Lender transfers necessary to cause each Lender to hold the portion of the Revolving Loan Commitment and the portion of the Term Loan set forth beside such Lender’s name on Schedules 1.1(a) and 1.1(b). To the extent necessary to give effect to the provisions of the preceding sentences, each Lender under and as defined in the Original Credit Agreement (to the extent such Lender is assigning Loans in accordance with this subsection 1.1(e), an “Assigning Lender”), severally and not jointly, hereby agrees on the date hereof to sell and to assign to each Lender hereunder (each Lender, in such capacity is referred to herein as an “Assignee Lender”), without recourse, representation or warranty, and each Assignee Lender, severally and not jointly, hereby purchases and assumes from the applicable Assigning Lender, a percentage interest in the Revolving Loan Commitment and the Term Loan in amounts required to give effect to the pro rata shares set forth on Schedules 1.1(a) and 1.1(b) hereto. Upon the effectiveness of the assignments and acceptances described in this subsection 1.1(e), the Agent shall thereafter make all payments in respect of the interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee Lenders. The Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this subsection 1.1(e) by the Agent or with respect to the making of this assignment directly between themselves.

1.2 Notes.

(a) The Term Loan made, or deemed made, by each Lender with a Term Loan Commitment shall, at the option of such Lender, be evidenced by a Term Note payable to the order of such Lender in an amount equal to such Lender’s Term Loan Commitment.

(b) The Revolving Loans made, or deemed made, by each Lender with a Revolving Loan Commitment shall, at the option of such Lender, be evidenced by a Revolving Note payable to the order of such Lender in an amount equal to such Lender’s Revolving Loan Commitment.

(c) The Swing Line Loans made, or deemed made, by the Swing Line Lender with a Swing Line Loan Commitment shall, at the option of such Lender, be evidenced by a Swing Line Note payable to the order of such Lender in an amount equal to such Swing Line Lender’s Swing Line Commitment.

1.3 Interest.

(a) Subject to subsections 1.3(c) and 1.3(d), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to the LIBOR or the Base Rate, as the case may be, plus the Applicable Margin; provided, that Swing

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Line Loans may not be LIBOR Rate Loans. Commencing on the fifth (5th) Business Day following the date of delivery of the monthly financial statements and the Compliance Certificate for June 2006, and continuing thereafter, the Applicable Margin for the Loans shall be subject to adjustment as set forth in the definition of Applicable Margin. The Agent will with reasonable promptness notify the Borrower and the Lenders of the effective date and the amount of each such change (other than changes affecting the Swing Line Notes); provided, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Agent. Each determination of an interest rate by the Agent (or, with respect to the Swing Line Loans, the Swing Line Lender) shall be conclusive and binding on Borrower and the Lenders in the absence of demonstrable error. All computations of fees (other than the Agent’s annual fee) and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof. The Borrower hereby agrees that all accrued and unpaid interest due and owing to the Lenders under the Original Credit Agreement as of the Restatement Effective Date shall be deemed accrued and continued hereunder and shall be paid in cash by the Borrower to the Agent, for the benefit of the Lenders, on the Restatement Effective Date.

(b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any payment or prepayment of Loans in full.

(c) At the election of the Agent or the Required Lenders while any Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) exists (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Obligations from and after the date of occurrence and during the continuance of such Event of Default, at a rate per annum which is determined by adding two percent (2.0%) per annum to the Applicable Margin then in effect for such Loans (plus the LIBOR or Base Rate, as the case may be) and, in the case of Obligations not subject to an Applicable Margin (other than the fees described in subsection 1.9(c)), at a rate per annum equal to the rate per annum applicable to Revolving Loans which are Base Rate Loans (including the Applicable Margin with respect thereto) plus two percent (2.0%); provided, however, that, on and after the expiration of any Interest Period applicable to any LIBOR Rate Loan outstanding during the continuance of such Event of Default, the principal amount of such Loan shall, during the continuation of such Event of Default, bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin plus two percent (2.0%). All such interest shall be payable on demand of the Agent or the Required Lenders.

(d) Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law.

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1.4 Loan Accounts.

(a) The Agent, on behalf of the Lenders, shall record on its books and records the amount of each Loan (other than Swing Line Loans) made, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The Agent shall deliver to the Borrower on a monthly basis a loan statement setting forth such record for the immediately preceding month. Such record shall, absent demonstrable error, be conclusive evidence of the amount of the Loans (other than Swing Line Loans) made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrower hereunder (and under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent.

(b) Swing Line Lender shall record on its books and records the amount of each Swing Line Loan made by it, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The Swing Line Lender shall deliver to the Borrower and Agent on a monthly basis (no later than ten (10) Business Days after the end of the previous month) a loan statement setting forth such record for the immediately preceding month. Such records shall, absent demonstrable error, be conclusive evidence of the amount of the Swing Line Loans made by the Swing Line Lender to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrower hereunder (and under any Swing Line Note) to pay any amount owing with respect to the Swing Line Loans or provide the basis for any claim against the Swing Line Lender. Except as specifically set forth in this Agreement, in no event shall Agent have any responsibility whatsoever for administration of the Swing Line Commitment and Swing Line Loans.

1.5 Procedure for Revolving Credit Borrowing.

(a) Each Borrowing of a Revolving Loan shall be made upon the Borrower’s irrevocable (subject to Section 10.5 hereof) written notice delivered to the Agent in the form of a Notice of Borrowing, which notice must be received by the Agent prior to 11:00 a.m. (Chicago time) (i) on the requested Borrowing date in the case of each Base Rate Loan equal to or less than $1,000,000 and in the case of the Loans to be made on the Restatement Effective Date, (ii) on the date which is one (1) Business Day prior to the requested Borrowing date of each Base Rate Loan in excess of $1,000,000 but equal to or less than $3,000,000 and (iii) on the day which is three (3) Business Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan and each Base Rate Loan in excess of $3,000,000; provided, that with respect to Loans subsequent to the Loans to be made on the Restatement Effective Date, the Borrower may give notice of the requested Borrowing to the Agent by telephone call, with such notice confirmed not later than the following Business Day by delivery to the Agent of a signed Notice of Borrowing. Such Notice of Borrowing shall specify:

(i) the amount of the Borrowing (which shall be in an aggregate minimum principal amount of $100,000 and multiples of $50,000 in excess thereof);

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(ii) the requested Borrowing date, which shall be a Business Day;

(iii) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and

(iv) if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans;

provided , however , that with respect to the Borrowing to be made on the Restatement Effective Date, such Borrowing will consist of Base Rate Loans only and shall remain so for not less than three (3) Business Days after the Restatement Effective Date. Thereafter, Borrower may request that Revolving Loans be made as LIBOR Rate Loans and that Loans be converted to or continued as LIBOR Rate Loans.

(b) Upon receipt of the Notice of Borrowing, Agent will promptly notify each Lender with a Commitment affected thereby of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing.

(c) Unless Agent is otherwise directed in writing by Borrower, the proceeds of each requested Borrowing after the Restatement Effective Date will be made available to the Borrower by the Agent by wire transfer (or ACH transfer) of such amount to the Borrower pursuant to the wire transfer instructions specified on the signature page hereto.

(d) Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice delivered to the Swing Line Lender in a form acceptable to the Swing Line Lender (such notice, a “Notice of Swing Line Borrowing”), which notice must be received by the Swing Line Lender prior to 12:00 p.m. (Chicago time) on the requested Borrowing date.

1.6 Conversion and Continuation Elections.

(a) The Borrower may upon irrevocable (subject to subsection 10.2(c) and Section 10.5) written notice to the Agent in accordance with subsection 1.6(b) elect to convert on any Business Day, any Base Rate Loans into LIBOR Rate Loans or elect to continue on the last day of the applicable Interest Period any LIBOR Rate Loans having Interest Periods maturing on such day, in each instance, in whole or in part in an amount not less than $100,000, or that is in an integral multiple of $50,000 in excess thereof.

(b) The Borrower shall deliver a Notice of Continuation/Conversion to be received by the Agent not later than 11:00 a.m. (Chicago time) at least three (3) Business Days in advance of the requested Conversion Date or continuation date, specifying:

(i) the proposed Conversion Date or continuation date;

(ii) the aggregate amount of Loans to be converted or continued; and

(iii) the duration of the requested Interest Period with respect to the Loans to be converted or continued as LIBOR Rate Loans.

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(c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Rate Loans or if any Event of Default shall then exist, the Borrower shall be deemed to have elected to convert such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such current Interest Period.

(d) Upon receipt of a Notice of Continuation/Conversion, the Agent will promptly notify each Lender thereof. In addition, the Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given.

(e) Unless the Required Lenders shall otherwise agree, during the existence of an Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan.

(f) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect. LIBOR Rate Loans that shall have been evidenced by the Original Credit Agreement and remain outstanding as of the Restatement Effective Date shall continue as LIBOR Rate Loans hereunder and the Interest Periods relating thereto shall continue as Interest Periods hereunder.

(g) Notwithstanding anything herein to the contrary, Swing Line Loans shall at all times be Base Rate Loans and no Swing Line Loans may be borrowed as, or converted into, a LIBOR Rate Loan.

1.7 Optional Prepayments.

(a) The Borrower may at any time upon at least two (2) Business Days’ (one (1) Business Day for Revolving Loans) prior written notice to the Agent, prepay the Loans in whole or in part in an amount greater than or equal to $100,000, in each instance, without penalty or premium except as provided in Section 10.4. Optional partial prepayments of the Term Loan shall be applied in the manner set forth in subsection 1.8(f) hereof. Optional partial prepayments of the Term Loan in amounts less than $100,000 shall not be permitted.

(b) The notice of any prepayment shall not thereafter be revocable by the Borrower and the Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 10.4.

(c) The Borrower shall be permitted at any time and from time to time from and after the Restatement Effective Date, to reduce voluntarily the Swing Line Commitment in the minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof for each such reduction; provided , that the Borrower shall only be permitted to make two (2) such

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voluntary reductions in the Swing Line Commitment pursuant to the provisions of this subsection 1.7(c). All requests for a reduction in the Swing Line Commitment shall be made by irrevocable written notice of the Borrower to Agent and the Swing Line Lender stating the amount and effective date of such reduction and shall be received by Agent and the Swing Line Lender not less than three (3) Business Days prior to the effective date of such reduction and Agent shall promptly notify each Lender thereof. All reductions in the Swing Line Commitment made pursuant to the terms of this subsection 1.7(c) shall be permanent. In addition to the foregoing, if and to the extent the Revolving Loan Commitment is reduced (whether pursuant to subsection 1.7(a) or otherwise to an amount less than the Swing Line Commitment, the Swing Line Commitment shall automatically be reduced by an amount equal to the excess of the Swing Line Commitment over the Revolving Loan Commitment, such that the Swing Line Commitment never exceeds the Revolving Loan Commitment.

1.8 Mandatory Prepayments of Loans and Commitment Reductions.

(a) Scheduled Term Loan Payments. The principal amount of the Term Loan shall be paid in installments on the dates and in the respective amounts shown below:

Date of Payment:	Amount of Term Loan Payment:
March 31, 2006	$625,000
June 30, 2006	$625,000
September 30, 2006	$625,000
December 31, 2006	$625,000
March 31, 2007	$750,000
June 30, 2007	$750,000
September 30, 2007	$750,000
December 31, 2007	$750,000
March 31, 2008	$875,000
June 30, 2008	$875,000
September 30, 2008	$875,000
December 31, 2008	$875,000
March 31, 2009	$1,000,000
June 30, 2009	$1,000,000
September 30, 2009	$1,000,000
December 31, 2009	$1,000,000
March 31, 2010	$1,125,000
June 30, 2010	$1,125,000
September 30, 2010	$1,125,000
December 31, 2010	$1,125,000
March 31, 2011	$13,125,000
June 30, 2011	$13,125,000
September 30, 2011	$13,125,000
December 31, 2011	Remaining outstanding balance of Term Loan

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(b) Revolving Loan and the Swing Line Loan. The Borrower shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the Revolving Loans outstanding on the Revolving Termination Date. The Borrower shall repay to the Swing Line Lender in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the Swing Line Loans outstanding on the Revolving Termination Date.

(c) Asset Dispositions. If the Borrower or any of its Subsidiaries shall at any time or from time to time:

(i) make or agree to make a Disposition; or

(ii) suffer an Event of Loss;

and the aggregate amount of the Net Proceeds received by Borrower and its Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year exceeds $500,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the Borrower and/or any of its Subsidiaries in respect thereof) and (B) promptly upon receipt by the Borrower and/or any of its Subsidiaries of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such Net Proceeds to the Agent for distribution (i) first, to the Swing Line Lender as a prepayment of the Swing Line Loans (but not as a permanent reduction of the Swing Line Commitment) until the Swing Line Loans are repaid in full and (ii) following the repayment in full of the Swing Line Loans, thereafter to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(f) hereof. Notwithstanding the foregoing, provided no Default or Event of Default has occurred and is continuing and such reinvestment of Net Proceeds is permitted under the Subordinated Indebtedness Documents, such prepayment shall not be required to the extent the Borrower reinvests the Net Proceeds of such Disposition or Event of Loss, or a portion thereof, in productive assets of a kind then used or usable in the business of the Borrower, within one hundred eighty (180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to the Agent, for distribution to the Lenders, as a prepayment of the Revolving Loans (to the extent of Revolving Loans then outstanding), but not as a permanent reduction of the Revolving Loan Commitment.

(d) Issuance of Securities. Immediately upon the receipt by Holdings, Borrower or any of its respective Subsidiaries of the Net Issuance Proceeds of the issuance of equity securities or debt securities (other than Net Issuance Proceeds from the issuance of (i) debt securities in respect of Indebtedness permitted hereunder, (ii) equity securities to employees of

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Holdings, the Borrower and its Subsidiaries, (iii) equity securities to the Sponsor and its Controlled Investment Affiliates and (iv) equity securities, the proceeds of which are used to finance a Permitted Acquisition), the Borrower shall deliver, or cause to be delivered, to Agent an amount equal to such Net Issuance Proceeds, for application to the Loans in accordance with subsection 1.8(f).

(e) Excess Cash Flow. Within five (5) days after the annual financial statements are required to be delivered pursuant to subsection 4.1(a) hereof, commencing with such annual financial statements for the fiscal year ending December 31, 2006, the Borrower shall deliver to the Agent a written calculation of Excess Cash Flow of the Borrower for such fiscal year or, with respect to the fiscal year ending December 31, 2006, for the period from the Restatement Effective Date through the last day of such fiscal year, in the form of Exhibit 1.8(e) and certified as correct on behalf of Borrower by a Responsible Officer and concurrently therewith shall deliver to the Agent, for distribution to the Lenders, an amount equal to the applicable ECF Percentage of such Excess Cash Flow, for application to the Loans in accordance with the provisions of subsection 1.8(f) hereof. Excess Cash Flow prepayments shall be calculated in the manner set forth in Exhibit 1.8(e).

(f) Application of Prepayments. Any prepayment pursuant to subsection 1.8(e) shall be applied as follows: (i) the first fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the order of their maturity and (ii) the remaining fifty percent (50%) of such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the inverse order of their maturity. Any prepayments of Term Loan pursuant to Section 1.7(a) and any prepayments pursuant to subsections 1.8(c) (other than prepayments of Swing Line Loans and Revolving Loans as set forth therein) or 1.8(d) shall be applied as follows: (i) first, to prepay all remaining installments of the Term Loan pro rata against all such scheduled installments based upon the respective amounts thereof until the Term Loan shall have been paid in full, and (ii) second, to prepay the Swing Line Loans and thereafter in permanent reduction of the Revolving Loans (along with a corresponding permanent reduction of the Swing Line Commitment solely at such time as the Revolving Loan Commitment is reduced to an amount equal to the Swing Line Commitment so that at no time will the Revolving Loan Commitment be less than the Swing Line Commitment), whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder. To the extent permitted by the foregoing sentences, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining, or as the Borrower may otherwise specify in writing at the time of such prepayment. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof.

(g) Refunding Swing Line Loans. With respect to any outstanding Swing Line Loans incurred in accordance with the terms of this Agreement (for the sake of clarity, any Swing Line Loans incurred without the prior written consent of Required Revolving Lenders as required pursuant to subsection 1.1(d) after the Borrower or Agent gives notice to Swing Line Lender of an Event of Default, and any Swing Line Loans made in excess of the Swing Line Commitment

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at the time of making of such Swing Line Loan shall not be deemed to be Swing Line Loans incurred in accordance with the terms of this Agreement), at the request of the Swing Line Lender in its sole and absolute discretion, the Swing Line Lender may, at any time, and is hereby authorized and empowered by the Borrower to, request a Borrowing of Revolving Loans to be made for the purpose of repaying such Swing Line Loans by delivering to the Agent (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m. (Chicago time), one (1) Business Day prior to the proposed Borrowing date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders with Revolving Loan Commitments to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing date in an aggregate amount equal to the amount of the Swing Line Loans requested to be paid (the “Refunded Swing Line Loans”). Upon receipt of any such notice, the Agent will promptly notify each Lender with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) thereof (which notice shall be given either telephonically (promptly confirmed thereafter by telecopy) or by telecopy). Whether or not the conditions set forth in Section 2.2 or any other condition set forth in this Agreement have been satisfied, and notwithstanding any termination or reduction of the Revolving Loan Commitments, no later than 3:00 p.m. (Chicago time) on the requested Borrowing date, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender, which shall be deemed to have funded its portion of the Revolving Loan requested through a book entry reduction of an equal amount of the outstanding Swing Line Loans) will make available to the Agent an amount, in Dollars in immediately available funds, equal to the amount of the Revolving Loans to be made by such Lender. To the extent the Lenders with Revolving Loan Commitments have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swing Line Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swing Line Loans.

If any Lender with a Revolving Loan Commitment fails for any reason whatsoever (other than with respect to Swing Line Loans not incurred in accordance with the terms of this Agreement as described in the preceding paragraph) to make a Revolving Loan when requested by the Swing Line Lender pursuant to this subsection 1.8(g), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Line Loans and pay to the Swing Line Lender an amount equal to its Commitment Percentage (based on the Revolving Loan Commitments of the Lenders or, if the Revolving Loan Commitments shall have been terminated, the Revolving Loan Commitments immediately prior to such termination) of the aggregate principal amount of Swing Line Loans that were to have been paid with Revolving Loans. Each Lender with a Revolving Loan Commitment that so purchases a participation in a Swing Line Loan shall thereafter be entitled to receive its pro rata share (based on the amount of such Lender’s participation interest in the Swing Line Loans that were to have been paid with Revolving Loans) of each payment of principal received on such Swing Line Loans and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Swing Line Loan. The several obligations of the Lenders with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) under this subsection 1.8(g) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to

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payment which any such Lender may have or have had against the Borrower, any other Lender or any other Person whatsoever. Without limiting the generality of the foregoing, each payment made by a Lender with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) under this subsection 1.8(g) shall be made without any offset, abatement, withholding or reduction whatsoever.

1.9 Fees.

(a) Agent’s Fees. The Borrower shall pay to the Agent for the Agent’s own account the fees in the amounts and at the times set forth in an amended and restated letter agreement between the Borrower and the Agent dated of even date herewith (as further amended from time to time, the “Fee Letter”).

(b) Commitment Fee. Borrower shall pay to Agent, for the ratable benefit of the Lenders having Revolving Loan Commitments, a fee (the “Commitment Fee”) in an amount equal to

(i) the Aggregate Revolving Loan Commitment, less

(ii) the sum of (x) the average daily balance of all Revolving Loans outstanding plus (y) the average daily amount of Letter of Credit Participation Liability, in each case, during the preceding month,

multiplied by one-half of one percent (0.5%) per annum, such fee to be payable monthly in arrears on the first day of the month following the date hereof and the first day of each month thereafter. The Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after the Restatement Effective Date. The Borrower hereby agrees that accrued and unpaid Commitment Fees under the Original Credit Agreement as of the Restatement Effective Date shall be deemed accrued and continued hereunder and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders, on the first day of the month following the date hereof.

(c) Letter of Credit Participation Fee. Borrower shall pay to Agent, for the ratable benefit of the Lenders having Revolving Loan Commitments, fees for each Lender Letter of Credit and each Letter of Credit Participation Agreement (the “Letter of Credit Participation Fee”) for the period from and including the date of issuance of same to and excluding the date of expiration or termination, equal to the average daily amount of Letter of Credit Participation Liability multiplied by the Applicable Margin then in effect for Revolving Loans outstanding as LIBOR Loans; provided, however, at the Agent’s or the Required Lenders’ option, while an Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c), exists (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), such percent shall be increased by two percent (2.0%) per annum. The Letter of Credit Participation Fee is payable monthly in arrears on the first day of the month following the date hereof and the first day of each month thereafter. Borrower shall also reimburse Agent for any and all fees and expenses, if any, paid by Agent to the issuer of any letter of credit subject to a Letter of Credit

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Participation Agreement. The Borrower hereby agrees that all accrued and unpaid Letter of Credit Participation Fees due and owing to the Lenders that have Revolving Loan Commitments under the Original Credit Agreement as of the Restatement Effective Date shall be deemed accrued and continued hereunder and shall be paid in full in cash by the Borrower to the Agent, for the benefit of the Lenders that have Revolving Loan Commitments, on the first day of the month following the date hereof.

1.10 Payments by the Borrower.

(a) All payments (including prepayments) to be made by the Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to the Agent for the ratable account of the Lenders in accordance with subsection 1.10(c) at the address for payment specified in the signature page hereof in relation to the Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), and shall be made in dollars and in immediately available funds, no later than 11:00 a.m. (Chicago time) on the date due; provided, that any payments made by the Borrower to the Swing Line Lender in respect of Swing Line Loans (other than in accordance with subsection 1.8(g)), shall be paid directly to Swing Line Lender. Any payment which is received by the Agent later than 11:00 a.m. (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, Agent fees, Commitment Fees and Letter of Credit Participation Fees, in each instance, on the date due and, with respect to Swing Line Loans, in accordance with subsection 1.8(g), or (ii) after five (5) days’ prior notice to Borrower, other fees, costs or expenses payable by Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

(b) Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c) All amounts collected or received by the Agent after the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied, as follows:

first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by Borrower under the Loan Documents;

second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrower under this Agreement;

third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent and the Lenders (including, without limitation, regularly scheduled periodic payments under any Rate Contract between Borrower and a Lender or an Affiliate of a

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Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery thereof) required hereunder);

fourth, to payment of principal of the Obligations (including any termination payment under any Rate Contract between the Borrower and a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery thereof) required hereunder and, if an Event of Default has occurred and is continuing, cash collateralization of Letter of Credit Participation Liability);

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category; (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share (based on the Commitment Percentages of the Lenders, as applicable) of amounts available to be applied pursuant to clauses second, third, fourth and fifth above; and (iii) to the extent that the Revolving Loan Commitments shall not have been terminated either before or after such application of any amounts applied to the Revolving Loans pursuant to this subsection 1.10(c), any such amounts applied to the Revolving Loans shall act as a permanent reduction of the Revolving Loans, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate of principal repaid, effective as of the date that such application is made.

1.11 Payments by the Lenders to the Agent; Settlement.

(a) As set forth in subsection 1.5(b), upon receipt of a Notice of Borrowing, the Agent will promptly notify each Lender of such Lender’s Commitment Percentage of the Borrowing requested thereby. Each Lender with a Revolving Loan Commitment will fund its Commitment Percentage of Borrowings of Revolving Loans to Agent at Agent’s account specified on its signature page hereto, or to such other account as Agent may designate in writing, no later than 1:00 p.m. (Chicago time) on the scheduled Borrowing date.

(b) Unless the Agent shall have received notice from a Lender on the Restatement Effective Date or, with respect to each Borrowing after the Restatement Effective Date by 12:00 p.m. (Chicago time) on the date of any proposed Borrowing, that such Lender will not make available to the Agent as and when required hereunder for the account of the Borrower the amount of such Lender’s Commitment Percentage of the proposed Borrowing, the Agent may assume that each Lender has made such amount available to the Agent in immediately available funds on the applicable Borrowing date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrower such amount, that Lender shall on the next Business Day following the date of such Borrowing make such amount available to the Agent, together with interest at the Federal Funds

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Rate for and determined as of each day during such period. A notice of the Agent submitted to any Lender with respect to amounts owing under this subsection 1.11(b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Agent on the next Business Day following the date of such Borrowing, the Agent shall notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

(c) The failure of any Lender to make any Loan on any date of Borrowing shall not relieve any other Lender of any obligation hereunder to make a Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. Without limiting the generality of the foregoing, each Lender shall be obligated to fund its Commitment Percentage of any Revolving Loan made after any acceleration of the Obligations with respect to any draw on any Lender Letter of Credit or any payment made under any Letter of Credit Participation Agreement.

(d) Provided that such Lender has made all payments required to be made by it under this Agreement, the Agent will pay to such Lender, by wire transfer to such Lender’s account (as specified by such Lender on such Lender’s respective signature page to this Agreement or the applicable Assignment and Acceptance) such Lender’s Commitment Percentage of principal, interest, Commitment Fees and Letter of Credit Participation Fees, in each instance, received by Agent, promptly after Agent’s receipt thereof.

(e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full as and when required hereunder, the Agent may assume that the Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If the Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by the Agent from the Borrower and such related payment is not received by the Agent, the Agent shall be entitled to recover such amount from such Lender, and such Lender shall repay to Agent on demand such amount, together with interest thereon for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate, without setoff, recoupment, counterclaim or deduction of any kind. If the Agent determines at any time that any amount received by the Agent under this Agreement must be returned to the Borrower or paid to any other Person pursuant to any solvency, fraudulent conveyance or similar law or otherwise, then, notwithstanding any other term or condition of this Agreement, the Agent will not be required to distribute any portion of such payment to any Lender. In addition, each Lender will repay to the Agent on demand any portion of such amount that the Agent has distributed to such Lender, together with interest thereon at such rate, if any, as the Agent is required to pay to the Borrower or such other Person, without setoff, recoupment, counterclaim or deduction of any kind.

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ARTICLE II - CONDITIONS PRECEDENT

2.1 Conditions of Effectiveness. The effectiveness of this Agreement and the obligation of each Lender to make Loans and of the Agent (or Affiliate of the Agent) to issue Lender Letters of Credit or Letter of Credit Participation Agreements hereunder is subject to the condition that the Agent shall have received on or before the Restatement Effective Date all of the following, in form and substance reasonably satisfactory to the Agent and each Lender and (except for the Notes and any instruments or documents which are Pledged Collateral) in sufficient counterparts for each Lender, duly executed by all parties thereto:

(a) Credit Agreement and Notes. This Agreement executed by the Borrower, the Agent and each of the Lenders, and the Notes executed by the Borrower;

(b) Secretary’s Certificates; Resolutions; Incumbency. A certificate of the Secretary or Assistant Secretary (or other authorized officer reasonably acceptable to the Agent) of Holdings, the Borrower, and each Subsidiary of the Borrower which is a party to any Loan Document, certifying:

(i) the names and true signatures of the officers of Holdings, the Borrower and each such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered hereunder; and

(ii) copies of the resolutions of the board of directors or other governing body of Holdings, the Borrower and each such Subsidiary approving and authorizing the execution, delivery and performance, as applicable, by Holdings, the Borrower or such Subsidiary of this Agreement and the other Loan Documents to be executed or delivered by it hereunder;

(c) Organization Documents and Good Standing. Each of the following documents:

(i) the Organization Documents of Holdings, the Borrower and each Subsidiary of the Borrower, as such Organization Documents are in effect on the Restatement Effective Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of the state of incorporation or formation of Holdings, the Borrower or such Subsidiary as of a recent date, if and as applicable, all certified by the Secretary or Assistant Secretary (or other authorized officer reasonably acceptable to the Agent) of Holdings, the Borrower or such Subsidiary as of the Restatement Effective Date; and

(ii) a good standing and, if available, tax good standing certificate for Holdings, the Borrower and each Subsidiary of the Borrower from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or formation, as applicable, and each state where Holdings, Borrower or such Subsidiary is qualified to do business as a foreign entity as of a recent date;

(d) Collateral Documents. The Collateral Documents, to the extent not previously delivered to the Agent under the Original Credit Agreement, executed by Holdings, the Borrower or any Subsidiary of the Borrower, as applicable, in appropriate form for recording, where

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necessary, together with (to the extent not previously delivered to the Agent under the Original Credit Agreement):

(i) acknowledgment copies of all uniform commercial code financing statements filed, registered or recorded to perfect the security interests of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, or other evidence reasonably satisfactory to the Agent that there has been filed, registered or recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, in accordance with applicable law;

(ii) uniform commercial code financing statement, federal and state tax lien, pending litigation, and judgment searches as the Agent shall have reasonably requested of Holdings and the Borrower, its Subsidiaries, and such other Persons as Agent may reasonably request, and such termination statements, releases or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens);

(iii) all certificates and instruments representing the Pledged Collateral, irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the Agent, with signatures guaranteed as the Agent may reasonably require;

(iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the Collateral Documents have been taken;

(v) funds sufficient to pay any filing or recording tax or fee in connection with any and all uniform commercial code financing statements and, if applicable, the Mortgages, or amendments thereto, all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage, amendment thereto, or filing of any uniform commercial code financing statements or the issuance of the title insurance policies (whether due on the Restatement Effective Date or in the future) including sums due in connection with any future advances;

(vi) with respect to each parcel of real Property in respect of which there is delivered a Mortgage, if any (or, with respect to mortgagee policies of title insurance delivered in connection with the Original Credit Agreement, date down endorsements), an A.L.T.A. mortgagee policy of title insurance or a binder issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and constitutes a valid first Lien against such real Property in favor of the Agent, for the benefit of the Agent and the Lenders, in an amount and subject only to exceptions reasonably acceptable to the Agent, with such endorsements and affirmative insurance as the Agent may reasonably request;

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(vii) if reasonably required by the Agent, flood insurance and earthquake insurance on terms reasonably satisfactory to the Agent;

(viii) current A.L.T.A. surveys and surveyor’s certifications as to all real Property in respect of which there is delivered a Mortgage, if any, each in form and substance reasonably satisfactory to the Agent; and

(ix) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of Agent and the Lenders, as reasonably requested by the Agent;

(e) Legal Opinions. Such opinions of counsel to Holdings, Borrower and its Subsidiaries, in each instance addressed to Agent and the Lenders, and opinions of counsel to Holdings, Borrower and its Subsidiaries in connection with the consummation of the transactions contemplated by the Subordinated Loan Agreement with reliance language in favor of the Agent and the Lenders, in each case, in form and substance reasonably satisfactory to Agent;

(f) Payment of Fees. The Borrower shall have paid all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Restatement Effective Date, together with Attorney Costs of the Agent;

(g) Certificate. A certificate signed on behalf of Borrower by a Responsible Officer, dated as of the Restatement Effective Date, stating that:

(i) the representations and warranties contained in Article III hereof are true and correct in all material respects on and as of such date, as though made on and as of such date; and

(ii) no Default or Event of Default exists or would result from the consummation of the transactions contemplated hereby.

(h) Financial Statements. Copies of all of the financial statements and projections of the Borrower and its Subsidiaries referred to in Section 3.11 together with a pro forma balance sheet giving effect to the transactions contemplated hereby and by the Related Agreements, including, without limitation, the Restatement Effective Date Transactions, certified on behalf of Borrower by a Responsible Officer;

(i) Insurance Policies. Standard lenders’ or mortgagees’ (as applicable) loss payable endorsements in favor of the Agent, for the benefit of Agent and Lenders, with respect to the insurance policies or other instruments or documents evidencing insurance coverage on the properties of the Borrower and its Subsidiaries in accordance with Section 4.6 and endorsements to all liability insurance policies naming the Agent and the Lenders as additional insureds thereunder;

(j) Borrowing Base Certificate. A duly completed Borrowing Base Certificate setting forth the Borrowing Base as of a date not more than thirty (30) days prior to the Restatement Effective Date. No more than $4,750,000 in Revolving Loans shall be outstanding

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on the Restatement Effective Date, and after giving effect to the funding (or deemed funding) of all Loans on the Restatement Effective Date, the consummation of the Restatement Effective Date Transactions and payment of all costs and expenses in connection therewith, Availability is not less than $5,000,000;

(k) Restatement Effective Date Transactions. The Borrower shall have delivered evidence to the satisfaction of the Agent and each Lender that the Restatement Effective Date Transactions shall have been consummated or shall be consummated simultaneously with the funding (or deemed funding) of all Loans on the Restatement Effective Date;

(l) Subordination Agreement. The Subordination Agreement, executed by the parties thereto, in form and substance acceptable to the Agent;

(m) Related Transactions. The Related Transactions shall have closed in the manner contemplated by the Related Agreements and shall otherwise be in form and substance reasonably satisfactory to the Agent and, after giving effect to the Related Transactions, (i) there shall be not more than $25,100,000 of funded Subordinated Indebtedness, (ii) not less than $10,000,000 in cash equity capital shall have been contributed to Holdings, and (iii) Holdings shall have contributed not less than $10,000,000 in cash to the capital of the Borrower. The Agent shall have received executed copies of the Related Agreements certified by a Responsible Officer as true, correct and complete;

(n) EBITDA and Leverage. Borrower shall have delivered evidence to the satisfaction of Agent and each Lender demonstrating that (i) adjusted EBITDA of Borrower for the twelve month period ended December 31, 2005 shall be not less than $23,000,000, (ii) the ratio of (x) the total Indebtedness of the Borrower as of, and after giving effect to the funding (or deemed funding) of all Loans on the Restatement Effective Date, the consummation of the Related Transactions and the payment of all costs and expenses in connection therewith, to (y) adjusted EBITDA of the Borrower for the twelve month period ended December 31, 2005 shall be not greater than 4.40 to 1.00; and (iii) the ratio of (x) total Indebtedness of the Borrower less Subordinated Indebtedness of the Borrower, in each instance, as of, and after giving effect to the funding (or deemed funding) of all Loans on the Restatement Effective Date, the consummation of the Related Transactions and the payment of all costs and expenses in connection therewith, to (y) adjusted EBITDA of the Borrower for the twelve month period ended December 31, 2005 shall be not greater than 3.25 to 1.00; and

(o) Other Documents. Such other approvals, opinions, documents or materials as the Agent or any Lender may reasonably request.

2.2 Conditions to All Borrowings. The obligation of each Lender to make any Loan and of the Agent (or Affiliate of the Agent) to issue any Lender Letter of Credit or Letter of Credit Participation Agreement, or to continue a Loan as, or convert any Loan to, a LIBOR Rate Loan, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing date, continuation date, Conversion Date or issuance date:

(a) Notices of Borrowing, Swing Line Borrowing or Continuation/Conversion. The Agent shall have received (with, in the case of the Loans made on the Restatement Effective

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Date only, a copy for each Lender) a Notice of Borrowing, a Notice of Swing Line Borrowing or a Notice of Continuation/Conversion, as applicable in accordance with Section 1.5 or Section 1.6;

(b) Continuation of Representations and Warranties. The representations and warranties made by the Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such Borrowing date, continuation date, Conversion Date or issuance date, with the same effect as if made on and as of such Borrowing date, continuation date, Conversion Date or issuance date (except to the extent such representations and warranties (i) expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) are not true and correct due to events or conditions, the occurrence or existence of which are not prohibited by this Agreement or the other Loan Documents and which do not, in and of themselves, constitute a Default or an Event of Default, or (iii) are qualified by materiality, contain dollar thresholds or have Material Adverse Effect qualifiers, in which case, such representations and warranties shall be true and correct in all respects); and

(c) No Existing Default. No Default or Event of Default shall exist or shall result from such Borrowing, continuation, conversion or issuance.

Each Notice of Borrowing, Notice of Swing Line Borrowing and Notice of Continuation/Conversion submitted by the Borrower hereunder shall constitute a representation and warranty by the Borrower hereunder, as of the date of each such notice or application and as of the date of each Borrowing, continuation, conversion or issuance, as applicable, that the conditions in Section 2.2 are satisfied.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agent and each Lender that the following are, and after giving effect to the consummation of the Related Transactions will be, true, correct and complete:

3.1 Corporate Existence and Power. Holdings, the Borrower and each of its Subsidiaries:

(a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable;

(b) has the power and authority and all governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business, (ii) execute, deliver, and perform its obligations under, the Loan Documents and the Related Agreements to which it is a party and (iii) consummate the Restatement Effective Date Transactions;

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

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(d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do so could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2 Corporate Authorization; No Contravention.

(a) The execution, delivery and performance by the Borrower of this Agreement, and Holdings, the Borrower and its Subsidiaries of any other Loan Document and Related Agreement to which such Person is party, and the consummation of the Restatement Effective Date Transactions, have been duly authorized by all necessary action, and do not and will not:

(i) contravene the terms of any of that Person’s Organization Documents;

(ii) conflict with or result in any material breach or contravention of, or the creation of any Lien (other than Liens in favor of Agent, for the benefit of Agent and the Lenders) under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iii) violate any material Requirement of Law in any material respect.

(b) Schedule 3.2 sets forth the authorized equity securities of each of Holdings, the Borrower and its Subsidiaries as of the Restatement Effective Date after giving effect to the consummation of the Restatement Effective Date Transactions. After giving effect to the consummation of the Restatement Effective Date Transactions, all issued and outstanding equity securities of each of Holdings, Borrower and its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the equity securities of Borrower and its Subsidiaries, those in favor of Agent, for the benefit of Agent and Lenders, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding capital stock of Panther Sub is owned by the Borrower. As of the Restatement Effective Date, all of the issued and outstanding equity securities of Holdings are owned by the Persons and in the amounts set forth on Schedule 3.2. Except as set forth on Schedule 3.2, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any shares of capital stock or other securities of Borrower, its Subsidiaries or, as of the Restatement Effective Date, Holdings.

3.3 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings, the Borrower or any of its Subsidiaries of this Agreement, any other Loan Document or any Related Agreement except (a) for recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents, (b) those obtained or made on or prior to the Restatement Effective Date and (c) in the case of any other Related Agreement, those which, if not obtained or made, could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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3.4 Binding Effect. This Agreement and each other Loan Document and Related Agreement to which Holdings, the Borrower or any of its Subsidiaries is a party constitute the legal, valid and binding obligations of Holdings, the Borrower and each Subsidiary which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

3.5 Litigation. Except as specifically disclosed in Schedule 3.5, there are no actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, against Holdings, the Borrower, or any of its Subsidiaries or any of their respective Properties which:

(a) purport to affect or pertain to this Agreement, any other Loan Document or Related Agreement, or any of the transactions contemplated hereby or thereby; or

(b) if determined adversely to Holdings, Borrower or any of its Subsidiaries, could reasonably be expected to result in equitable relief or monetary judgment(s), individually or in the aggregate, in excess of $500,000 (other than with respect to claims relating to ordinary course traffic accidents, to the extent covered by independent third-party insurance; provided, that such third-party insurer has acknowledged coverage with respect thereto).

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Loan Document or any Related Agreement, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by the Borrower or the grant or perfection of the Agent’s Liens on the Collateral or the consummation of the Related Transactions. Neither Holdings, the Borrower nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect or that would, if such default had occurred after the Restatement Effective Date, create an Event of Default under subsection 7.1(e).

3.7 ERISA Compliance.

(a) Schedule 3.7 lists all Qualified Plans and Multiemployer Plans. Borrower and each of its Subsidiaries is in compliance in all respects with all requirements of each Plan, and each Plan complies in all respects, and is operated in compliance in all respects, with all applicable provisions of law, except to the extent such non-compliance would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. Borrower is not aware, after due inquiry, of any item of non-compliance which would reasonably be expected to result in the loss of Plan qualification or tax-exempt status, or which could not be corrected under any correction program of any Governmental Authority without resulting in a Material Adverse Effect, or which would give rise to an excise tax or other penalty imposed by a Governmental Authority that would reasonably be expected to result in a Material Adverse

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Effect. No proceeding, claim, lawsuit and/or investigation is pending concerning any Plan which would reasonably be expected to result in a Material Adverse Effect. Except to the extent that it could not reasonably be expected to give rise to a material liability to Borrower or any of its Subsidiaries, all required contributions have been and will be made in accordance with the provisions of each Qualified Plan and Multiemployer Plan, and with respect to Borrower or any ERISA Affiliate, there are, have been and will be no material Unfunded Pension Liabilities or Withdrawal Liabilities.

(b) No ERISA Event has occurred or is expected to occur with respect to any Qualified Plan, Multiemployer Plan or Plan that could reasonably be expected to give rise to a material liability to Borrower or any of its Subsidiaries.

(c) Members of the Controlled Group currently comply and have complied in all respects with the notice and continuation coverage requirements of Section 4980B of the Code, except such noncompliance as could not reasonably be expected to give rise to a material liability to Borrower or any of its Subsidiaries.

(d) The expected post-retirement benefit obligation (determined as of the last day of the Borrower’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Borrower and its Subsidiaries is not material.

3.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8. Neither the Borrower nor any of its Subsidiaries is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock.

3.9 Title to Properties. As of the Restatement Effective Date, neither the Borrower nor any of its Subsidiaries own any real Property. Except as disclosed in Schedule 3.9, the Borrower and each of its Subsidiaries have valid leasehold interests in all real Property, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses. The Property of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

3.10 Taxes. Except as disclosed in Schedule 3.10, the Borrower and its Subsidiaries have filed all Federal income and other material tax returns and reports required to be filed, and have paid all Federal income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their Properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves have been provided in accordance with GAAP and no notice of Lien has been filed or recorded. There is no proposed tax assessment against the Borrower or any of its Subsidiaries which would, if the assessment were made, either individually or in the aggregate, have a Material Adverse Effect.

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3.11 Financial Condition.

(a) Each of (i) the audited consolidated balance sheet of Panther and its Subsidiaries dated December 31, 2004, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Borrower and its Subsidiaries dated November 30, 2005 (and, to the extent available, December 31, 2005) and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the eleven (11) months (and twelve (12) months, as applicable) then ended:

(x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(y) present fairly in all material respects the consolidated financial condition of (1) Panther and its Subsidiaries, in the case of clause (i) of this subsection 3.1 l(a), or (2) the Borrower and its Subsidiaries, in the case of clause (ii) of this subsection 3.11 (a), in each case, as of the dates thereof and results of operations for the periods covered thereby.

(b) Since December 31, 2004 there has been no Material Adverse Effect.

(c) Borrower and its Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

(d) The projections for Holdings, Borrower and its Subsidiaries for the period January 1, 2005 through December 31, 2010 heretofore delivered to Agent represent the Borrower’s good faith estimate of future financial performance and are based on assumptions believed by the Borrower to be fair and reasonable in light of current market conditions; provided, the Borrower can give no assurances that such projections will be attained.

3.12 Environmental Matters.

(a) The on-going operations of the Borrower and each of its Subsidiaries comply in all respects with all Environmental Laws, except as would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

(b) The Borrower and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) and necessary for their respective Ordinary Course of Business, all such Environmental Permits are in good standing and in full force and effect, and the Borrower and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits, except where the failure to obtain, to maintain in good standing and in full force and effect, or to be in compliance with such Environmental Permits would not reasonably be expected to result in material liability to the Borrower or any of its Subsidiaries

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and could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

(c) None of the Borrower, any of its Subsidiaries or any of their respective present Property or operations, is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting non-compliance with any Environmental Law, any Environmental Claim or any Hazardous Material.

(d) There are no Hazardous Materials or other conditions or circumstances existing with respect to any Property, or arising from operations prior to the Restatement Effective Date, of the Borrower or any of its Subsidiaries, that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. In addition, neither the Borrower nor any of its Subsidiaries has any underground storage tanks (i) that are not properly registered or permitted under applicable Environmental Laws, or (ii) that are leaking or disposing of Hazardous Materials, the result of which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

3.13 Collateral Documents. All representations and warranties of Holdings, the Borrower or any of its Subsidiaries and any other party to any Collateral Document (other than the Agent and/or any Lender) contained in the Collateral Documents are true and correct in all material respects.

3.14 Regulated Entities. None of the Borrower, any Person controlling the Borrower, or any Subsidiary of the Borrower, is (a) an “investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other Federal or state statute or regulation limiting its ability to incur Indebtedness.

3.15 Solvency. Each of Holdings and the Borrower, individually, is and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent.

3.16 Labor Relations. There are no strikes, lockouts or other labor disputes against the Borrower or any of its Subsidiaries, or, to the best of the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, in any case which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and no significant unfair labor practice complaint is pending against the Borrower or any of its Subsidiaries or, to the best knowledge of the Borrower, threatened against any of them before any Governmental Authority in any case which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.17 Copyrights, Patents, Trademarks and Licenses, etc. Schedule 3.17 identifies all registrations and applications for registration of any United States and foreign patents, trademarks, service marks, trade names and copyrights, and all licenses thereof, owned or held by Borrower or any of its Subsidiaries on the Restatement Effective Date, and identifies the jurisdictions in which such registrations and applications have been filed. Except as otherwise

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disclosed in Schedule 3.17, as of the Restatement Effective Date, Borrower and its Subsidiaries are the sole beneficial owners of, or have the right to use, free from any Liens, restrictions or burdens, the intellectual property identified on Schedule 3.17 and all other processes, designs, formulas, computer programs, computer software packages, trade secrets, inventions, product manufacturing instructions, technology, research and development, know-how and all other intellectual property that are necessary for the operation of Borrower’s and its Subsidiaries’ businesses as being operated on the Restatement Effective Date, except to the extent any such failure will not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each patent, trademark, service mark, trade name, copyright and license listed on Schedule 3.17 is in full force and effect except to the extent the failure to be in effect will not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3.17, to the best knowledge of Borrower, as of the Restatement Effective Date (a) none of the present or contemplated products or operations of Borrower or its Subsidiaries infringes any patent, trademark, service mark, trade name, copyright, license of intellectual property or other right owned by any other Person, and (b) there is no pending or threatened claim or litigation against or affecting Borrower or any of its Subsidiaries contesting the right of any of them to manufacture, process, sell or use any such product or to engage in any such operation except for infringements, claims and/or litigation which will not and could not reasonably be expected to have a Material Adverse Effect. None of the trademark applications set forth on Schedule 3.17 is an “intent-to-use” application.

3.18 Subsidiaries. The Borrower has no Subsidiaries or equity investments in any other corporation or entity other than those specifically disclosed in Schedule 3.2.

3.19 Brokers’ Fees; Transaction Fees. Except as disclosed in Schedule 3.19 and except for fees payable to the Agent and the Lenders, neither the Borrower nor any of its Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.20 Insurance. The Borrower and each of its Subsidiaries and their respective Properties are insured with financially sound and reputable insurance companies, and which are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar Properties in localities where the Borrower or such Subsidiary operates. A true and complete listing of such insurance, including issuers, coverages and deductibles, has been provided to the Agent.

3.21 Full Disclosure. None of the representations or warranties made by the Borrower or any of its Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of the Borrower or any of its Subsidiaries in connection with the Loan Documents (including, as of the respective dates thereof, the offering and disclosure materials, if any, delivered by or on behalf of the Borrower to the Lenders prior to the Restatement Effective Date), taken as a whole, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary

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to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

3.22 Certain Other Representations and Warranties. As of the (a) Original Closing Date and any other date on which representations and warranties are otherwise remade or deemed remade thereunder, (i) each of the representations and warranties contained in the Panther Purchase Agreement made by Holdings and Acquisition Co. is true and correct, and (ii) to the knowledge of the Borrower, each of the representations and warranties contained in the Panther Purchase Agreement made by Persons other than Holdings and Acquisition Co. is true and correct and (b) Restatement Effective Date and any other date on which representations and warranties are otherwise remade or deemed remade thereunder, each of the representations and warranties contained in the Subordinated Indebtedness Documents made by Holdings and the Borrower is true and correct. The Borrower agrees that, by this reference, such representations and warranties contained in the Panther Purchase Agreement and in the Subordinated Indebtedness Documents, without limiting any of the representations and warranties otherwise contained herein or in any other Loan Document, hereby are incorporated herein, mutatis mutandis, for the benefit of the Agent and each Lender.

3.23 Foreign Assets Control Regulations and Anti-Money Laundering.

(a) OFAC. Neither Holdings, Borrower nor any Subsidiary of Holdings (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(b) Patriot Act. Holdings and each of its Subsidiaries are in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

3.24 Material Contracts. Schedule 3.24 accurately and completely lists all Material Contracts to which any of Holdings, Borrower or its Subsidiaries is a party that are in effect on the Restatement Effective Date in connection with the operation of the business conducted thereby and Borrower has delivered to the Agent complete and correct copies of all such Material Contracts, including any amendments, supplements or modifications with respect thereto.

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ARTICLE IV - AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied, unless the Required Lenders waive compliance in writing:

4.1 Financial Statements. The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments). The Borrower shall deliver to the Agent and each Lender in electronic form and in detail reasonably satisfactory to the Agent and the Required Lenders:

(a) as soon as available, but not later than one hundred twenty (120) days after the end of each fiscal year, a copy of the audited consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the unqualified opinion of any “Big Four” or other nationally-recognized independent public accounting firm reasonably acceptable to the Agent (provided, that solely with respect to such opinion for the fiscal year ending December 31, 2005, in setting forth in comparative form the figures for the fiscal year ending December 31, 2004 in such opinion, such “Big Four” or other nationally-recognized independent public accounting firm shall be entitled to rely upon, and such opinion may be qualified by reference to, the audited consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of December 31, 2004 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year that have been prepared by Moore, Stephens Apple), which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years; and

(b) as soon as available, but not later than thirty (30) days after the end of each fiscal month, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such month and for the portion of the fiscal year then ended, all certified on behalf of Borrower by an appropriate Responsible Officer as being complete and correct and fairly presenting, in accordance with GAAP, the financial position and the results of operations of the Borrower and the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosure.

4.2 Certificates; Borrowing Base Certificates; Other Information. The Borrower shall furnish, in electronic form, to the Agent, Swing Line Lender and each Lender:

(a) intentionally omitted;

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(b) concurrently with the delivery of the financial statements referred to in subsections 4.1(a) and 4.1(b) above, a fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of Borrower by a Responsible Officer;

(c) promptly after the same are sent, copies of all financial statements and reports which Holdings or the Borrower sends to its shareholders or other equity holders, as applicable, generally; and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which Holdings or the Borrower may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(d) as soon as available and in any event within ten (10) days after the end of each calendar month, and at such other times as the Agent may reasonably require, a Borrowing Base Certificate, certified on behalf of Borrower by a Responsible Officer, setting forth the Borrowing Base of Borrower as at the end of the most-recently ended fiscal month or as at such other date as the Agent may reasonably require;

(e) (i) as soon as available, but not later than forty-five (45) days after the end of each fiscal quarter, a management report, in reasonable detail, signed by the chief financial officer or controller of the Borrower, describing the operations and financial condition of the Borrower and its Subsidiaries for the quarter and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) together with each delivery of financial statements pursuant to subsection 4.1(a) and (b), a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 4.2(g) and discussing the reasons for any significant variations;

(f) upon the request of the Agent, at any time if an Event of Default shall have occurred and be continuing but otherwise not more often than once a year, the Borrower will obtain and deliver to the Agent a report of an independent collateral auditor satisfactory to the Agent with respect to the Accounts and Inventory, which report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects;

(g) as soon as available and in any event no later than the earlier of (i) thirty (30) days following the first day of each fiscal year of the Borrower and (ii) ten (10) days after the same shall have been approved by the board of directors of the Borrower, projections of the Borrower’s (and its Subsidiaries’) consolidated and consolidating financial performance for the forthcoming fiscal year on a month by month basis;

(h) annually, concurrently with the Borrower’s delivery of the projections under subsection 4.2(g), the Borrower shall supplement in writing and deliver to the Agent revisions of and supplements to the Schedules hereto related to Article III hereof to the extent necessary to disclose new or changed facts or circumstances after the Restatement Effective Date; provided that delivery or receipt of such subsequent disclosure shall not constitute a waiver by the Agent or any Lender or a cure of any Default or Event of Default resulting in connection with the matters disclosed;

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(i) promptly upon receipt thereof, copies of any reports submitted by the Borrower’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of the Borrower made by such accountants, including any comment letters submitted by such accountants to management of the Borrower in connection with their services;

(j) from time to time, if the Agent determines in good faith that obtaining appraisals is necessary in order for the Agent or any Lender to comply with applicable laws or regulations, and at any time if an Event of Default shall have occurred and be continuing, the Agent may, or may require the Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Agent stating the then current fair market value of all or any portion of the real or personal property of the Borrower or any of its Subsidiaries;

(k) promptly from time to time, copies of all material notices, reports and certificates received or given by Holdings, the Borrower or any of its Subsidiaries under the Subordinated Loan Agreement;

(1) promptly from time to time, copies of any material notices or other deliveries from time to time made or received by Holdings, the Borrower or any of its Subsidiaries under or pursuant to the Panther Purchase Agreement, including, without limitation, post-closing deliveries in connection with any material indemnification claims and disbursements of any escrowed funds in accordance with the Panther Purchase Agreement;

(m) the occurrence of a “Default” or an “Event of Default” under the Subordinated Indebtedness Documents; and

(n) promptly, such additional business, financial, corporate affairs, perfection certificates and other information as the Agent may from time to time reasonably request.

4.3 Notices. The Borrower shall notify promptly the Agent, Swing Line Lender and each Lender of each of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):

(a) the occurrence or existence of any Default or Event of Default, or any event or circumstance that will become a Default or Event of Default;

(b) any breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any of its Subsidiaries, or any violation of, or non-compliance with, any Requirement of Law, which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, the Borrower or such Subsidiary has taken, is taking or proposes to take in respect thereof;

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

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(d) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries (i) in which the amount of damages claimed is $500,000 (or its equivalent in another currency or currencies) or more (other than with respect to claims relating to ordinary course traffic accidents, to the extent covered by independent third-party insurance; provided, that such third-party insurer has acknowledged coverage with respect thereto), (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Loan Document or any Related Agreement;

(e) any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Borrower or any of its Subsidiaries or any of their respective Properties pursuant to any applicable Environmental Laws, (ii) any other Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining the Property of the Borrower or any Subsidiary of the Borrower that could reasonably be anticipated to cause Borrower’s or any of its Subsidiaries’ Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Laws;

(f) any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, together with a copy of any notice with respect to such event that was required, on or before the date of such notice, to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Borrower or any member or its Controlled Group with respect to such event:

(i) an ERISA Event;

(ii) the adoption of any new Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group;

(iii) the adoption of any amendment to a Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities, except to the extent any such amendment is required by law; or

(iv) the commencement of contributions by any member of the Controlled Group to any Multiemployer Plan or any Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code;

(g) any Material Adverse Effect subsequent to the date of the most recent audited financial statements of the Borrower delivered to the Agent and Lenders pursuant to this Agreement;

(h) any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries;

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(i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving the Borrower or any of its Subsidiaries if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(j) the creation, establishment or acquisition of any Subsidiary or the issuance by the Borrower of any capital stock or warrant, option or similar agreement in respect thereof.

Each notice pursuant to this Section shall be in electronic form accompanied by a statement by a Responsible Officer on behalf of Borrower setting forth details of the occurrence referred to therein, and stating what action the Borrower proposes to take with respect thereto and at what time. Each notice under subsection 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated in reasonable detail the nature of the Default or Event of Default.

4.4 Preservation of Corporate Existence, Etc. The Borrower shall, and shall cause each of its Subsidiaries to:

(a) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its state or jurisdiction of incorporation, organization or formation as applicable, except, with respect to the Borrower’s Subsidiaries, in connection with transactions permitted by Section 5.3;

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c) use its reasonable efforts, in the Ordinary Course of Business, to preserve its business organization (except as otherwise expressly permitted by this Agreement) and preserve the goodwill and business of the customers, suppliers and others having material business relations with it; and

(d) preserve or renew all of its registered trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.5 Maintenance of Property. The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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4.6 Insurance.

(a) The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable independent insurers, insurance with respect to its Properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including workers’ compensation insurance, public liability and property and casualty insurance, which amounts shall not be reduced by the Borrower or any of its Subsidiaries in the absence of thirty (30) days’ prior notice to the Agent, and business interruption insurance (i) with respect to the one (1) year period following the Original Closing Date in an amount not less than $1,500,000, and (ii) thereafter, in such amounts as are proposed by the Borrower and agreed to by the Agent in consultation with Agent’s insurance consultants; provided, that at no time shall such amount be less than $1,500,000. Such business interruption insurance shall cover lost Business Income (as hereinafter defined) as determined by a currently valued comprehensive exposure analysis (business interruption worksheet), which takes into account each insured location where earnings are generated, prepared by the Borrower in connection with its obtaining such insurance and reviewed and approved prior to the Original Closing Date and annually thereafter by Agent in consultation with Agent’s insurance consultants. “Business Income” means, for the Borrower and its Subsidiaries on a consolidated basis, the sum of total net profit plus all operating expenses, including, without limitation, all payroll expenses, taxes, interest expenses and rent expenses.

(b) All property damage and casualty insurance shall name the Agent, for the benefit of Agent and Lenders, as loss payee/mortgagee, all liability insurance shall name the Agent and the Lenders as additional insureds and all business interruption insurance shall name Agent, for the benefit of Agent and Lenders, as assignee. Upon request of the Agent or any Lender, the Borrower shall furnish the Agent, with sufficient copies for each Lender, at reasonable intervals (but not more than once per calendar year) a certificate of a Responsible Officer on behalf of Borrower (and, if requested by the Agent, any insurance broker of the Borrower) setting forth the nature and extent of all insurance maintained by the Borrower and its Subsidiaries in accordance with this Section 4.6.

(c) Unless Borrower provides Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at Borrower’s expense to protect Agent’s and Lenders’ interests in Borrower’s and its Subsidiaries’ properties. This insurance may, but need not, protect Borrower’s and its Subsidiaries’ interests. The coverage that Agent purchases may not pay any claim that Borrower or any Subsidiary of Borrower makes or any claim that is made against Borrower or any Subsidiary of Borrower in connection with said property. Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrower has obtained insurance as required by this Agreement. If Agent purchases insurance, Borrower will be responsible for the costs of that insurance, including interest and any other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance shall be added to the Obligations. The costs of the insurance must be reasonable, but may be more than the cost of insurance Borrower may be able to obtain on its own.

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4.7 Payment of Obligations. The Borrower shall, and shall cause its Subsidiaries (and any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries, if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary) to, pay, discharge and perform as the same shall become due and payable or required to be performed, all their respective obligations and liabilities, including:

(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary;

(b) all lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of the Lien and for which adequate reserves in accordance with GAAP are being maintained by Borrower;

(c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained herein and/or in any instrument or agreement evidencing such Indebtedness, the non-payment of which would constitute an Event of Default under subsection 7.1(e); and

(d) the performance of all obligations under any Contractual Obligation to which Borrower or any of its Subsidiaries is bound, or to which it or any of its properties is subject, including the Related Agreements, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.8 Compliance with Laws. The Borrower shall comply, and shall cause each of its Subsidiaries to comply, in all material respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including, without limitation, all Environmental Laws), except (a)(i) such as may be contested in good faith by appropriate proceedings diligently prosecuted without risk of loss of any material portion of the Collateral, (ii) as to which a bona fide dispute exists, and (iii) for which appropriate reserves have been established on the Borrower’s financial statements, or (b) where the failure to comply could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.9 Inspection of Property and Books and Records. The Borrower shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and such Subsidiaries. The Borrower shall permit, and shall cause each of its Subsidiaries to permit, representatives and independent contractors of the Agent (at the expense of the Borrower; provided that the Borrower shall be responsible for such expenses not more than one (1) time per year unless an Event of Default has occurred and is continuing), or any Lender (at such Lender’s expense unless an Event of Default shall have occurred and be continuing), to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating

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records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that the foregoing shall not give rise to an independent right to conduct or cause to be conducted a collateral audit (it being agreed that subsection 4.2(f) hereof shall be the sole provision of this Agreement governing Agent and Lenders’ right to conduct such a collateral audit); and provided, further, however, when an Event of Default exists the Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

4.10 Use of Proceeds. The Borrower shall use the proceeds of the Loans solely as follows: (a) first, to pay a portion of the costs and expenses of the Related Transactions and costs and expenses required to be paid pursuant to Section 2.1, (b) second, on the Restatement Effective Date, to make a dividend to Holdings, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the shares of capital stock of Holdings being repurchased pursuant to the Restatement Effective Date Transactions, (c) third, for financing the purchase price of, and the costs and expenses incurred in connection with, Permitted Acquisitions to the extent permitted by clause (g) of the definition thereof, and (d) fourth, for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of this Agreement. The Borrowers shall use the proceeds of the Subordinated Indebtedness evidenced by the Subordinated Notes solely as follows: (a) first, to pay a portion of the costs and expenses of the Related Transactions and costs and expenses required to be paid pursuant to Section 2.1, and (b) second, on the Restatement Effective Date, to make a dividend to Holdings, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the shares of capital stock of Holdings being repurchased pursuant to the Restatement Effective Date Transactions.

4.11 Solvency. The Borrower, individually, and the Borrower and its Subsidiaries, on a consolidated basis, shall at all times be Solvent.

4.12 Further Assurances.

(a) The Borrower shall ensure that all written information, exhibits and reports furnished to the Agent or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose to the Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.

(b) Promptly upon request by the Agent, the Borrower shall (and shall cause each of its Subsidiaries to) take such additional actions as the Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (iii) to perfect and

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maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent and Lenders the rights granted or now or hereafter intended to be granted to the Agent and the Lenders under any Loan Document or under any other document executed in connection therewith. Without limiting the generality of the foregoing and except as otherwise approved in writing by Required Lenders, Borrower shall cause each of its Subsidiaries (other than Foreign Subsidiaries if and to the extent a guaranty by such Subsidiary of the Obligations would result in adverse tax consequences to the Borrower under Section 956 of the Code) to guaranty the Obligations and to cause each such Subsidiary to grant to Agent, for the benefit of Agent and Lenders, a security interest in all of such Subsidiary’s Property to secure such guaranty (other than Foreign Subsidiaries if and to the extent any such grant would result in adverse tax consequences to the Borrower under Section 956 of the Code). Furthermore and except as otherwise approved in writing by the Required Lenders, Borrower shall pledge the stock or other equity interests of each of its Subsidiaries to Agent, for the benefit of Agent and Lenders, to secure the Obligations; provided , that with respect to any Foreign Subsidiary, no more than sixty-five percent (65%) of the voting stock or other voting equity interests of any such Subsidiary and no voting stock or other voting equity interests of any Subsidiary of such Subsidiary shall be pledged to the Agent for the benefit of the Agent and the Lenders if and to the extent any pledge of more than sixty-five percent (65%) of the voting stock or other voting equity securities of any such Subsidiary or the pledge of any voting stock or other voting equity interests of any Subsidiary of any such Subsidiary, as applicable, would result in adverse tax consequences to the Borrower under Section 956 of the Code. In connection with each pledge of stock or other equity interests, Borrower shall deliver, or cause to be delivered, to Agent, the items described in subsection 2.1(d)(iii), if applicable. In the event the Borrower or any of its Subsidiaries (other than Foreign Subsidiaries if and to the extent any such grant of a Mortgage would result in adverse tax consequences to the Borrower under Section 956 of the Code) acquires any real Property, simultaneously with such acquisition, the Borrower or such Subsidiary shall, if requested by the Agent, execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to the Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens (other than Permitted Liens), (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance reasonably satisfactory to the Agent. With respect to each new Subsidiary of Holdings or the Borrower acquired or created after the date hereof, the Borrower shall deliver an opinion of counsel, in form and substance reasonably acceptable to the Agent, to the Agent within ten (10) Business Days of the date on which such Subsidiary was acquired or created to the effect that the Loan Documents to be executed by such Subsidiary have been duly authorized, executed and delivered by such Subsidiary and constitute valid and binding agreements by such Subsidiary, enforceable in accordance with its terms (subject to customary exceptions).

4.13 Interest Rate Protection. Within ninety (90) days of the Restatement Effective Date, the Borrower shall enter into, and thereafter maintain, Rate Contracts providing protection

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against fluctuations in interest rates with one or more financial institutions with respect to at least fifty percent (50%) of the sum of the amount of the Aggregate Term Loan Commitment on the date hereof, which agreements shall provide for not less than a three (3) year term and containing such other terms as are customary and are reasonably satisfactory to the Agent.

ARTICLE V - NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied, unless the Required Lenders waive compliance in writing:

5.1 Limitation on Liens. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following, in each instance solely to the extent permitted under the Subordinated Loan Agreement (“Permitted Liens”):

(a) any Lien existing on the Property of the Borrower or its Subsidiaries on the Restatement Effective Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by subsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 5.5(c);

(b) any Lien created under any Loan Document;

(c) Liens for taxes, fees, assessments or other governmental charges (i) which are not delinquent or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 4.7, provided that, in respect of this clause (ii), all such Liens secure claims in the aggregate at any time outstanding for Borrower and its Subsidiaries not exceeding $500,000;

(d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(f) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Borrower and its Subsidiaries not exceeding $500,000;

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(g) easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of the Borrower and its Subsidiaries;

(h) Liens on any Property acquired or held by the Borrower or its Subsidiaries in the Ordinary Course of Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under subsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;

(i) Liens securing Capital Lease Obligations permitted under subsection 5.5(d);

(j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(k) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement; and

(l) other Liens not described above that secure obligations other than Indebtedness, provided the aggregate outstanding amount of the obligations secured thereby does not exceed $500,000 in the aggregate at any one time.

5.2 Disposition of Assets. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the Ordinary Course of Business;

(b) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by one Foreign Subsidiary to another Foreign Subsidiary;

(c) upon not less than five (5) Business Days prior written notice to Agent, transfers of assets by (i) any Subsidiary of the Borrower to (x) a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12), or (y) the Borrower and (ii) the Borrower to a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12);

(d) dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in Section 1.8; provided, that (i) at the time of any disposition, no Event of

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Default shall exist or shall result from such disposition, (ii) no less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by the Borrower and its Subsidiaries, together, shall not exceed in any fiscal year $500,000 and (iv) after giving effect to such disposition, Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered; and

(e) so long as no Event of Default has occurred and is continuing, the sale without recourse and consistent with the industry practice of accounts receivable, not in excess of $500,000 in aggregate stated amount during any fiscal year, arising in the Ordinary Course of Business which are at least ninety (90) days’ past due.

5.3 Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that upon not less than five (5) Business Days prior written notice to Agent, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary (with respect to which there has been compliance with Section 4.12); provided that the Borrower or such Wholly-Owned Subsidiary that is a Domestic Subsidiary shall be the continuing or surviving entity; and

(b) any Foreign Subsidiary of the Borrower may merge with, or dissolve or liquidate into, any Wholly-Owned Subsidiary of the Borrower that is also a Foreign Subsidiary; provided that such Wholly-Owned Subsidiary that is a Foreign Subsidiary shall be the continuing or surviving entity.

5.4 Loans and Investments. The Borrower shall not and shall not suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Borrower or any Subsidiary of the Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) Investments in cash and Cash Equivalents;

(b) extensions of credit by the Borrower or any Wholly-Owned Subsidiaries that are Domestic Subsidiaries (with respect to which there has been compliance with Section 4.12) to any other Wholly-Owned Subsidiaries that are Domestic Subsidiaries (with respect to which

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there has been compliance with Section 4.12); provided, that if the aggregate amount of all extensions of credit by the Borrower or any such Wholly-Owned Subsidiaries to any other Wholly-Owned Subsidiaries exceeds $500,000 outstanding at any one time, such obligations of such obligor shall be evidenced by notes, which notes shall be pledged to the Agent, for the benefit of the Agent and Lenders, and have such other terms as the Agent may reasonably require;

(c) loans and advances to employees and independent contractors in the Ordinary Course of Business not to exceed $500,000 in the aggregate at any time outstanding;

(d) Investments constituting Permitted Acquisitions;

(e) Investments in Joint Ventures in an aggregate amount not to exceed $500,000, which amount shall be reduced, on a dollar-for-dollar basis, by the amount by which the total consideration paid or payable (including, without limitation, any Seller Paper) in connection with Permitted Acquisitions consummated by the Borrower during the term of this Agreement exceeds $2,500,000;

(f) to the extent constituting Investments, Rate Contracts entered into in the Ordinary Course of Business (i) for bona fide hedging purposes and not for speculation upon prior written notice to the Agent or (ii) pursuant to Section 4.13; and

(g) Investments in the form of promissory notes received in connection with dispositions of assets permitted under subsection 5.2(d); provided, that such notes shall be pledged to the Agent, for the benefit of the Lenders.

5.5 Limitation on Indebtedness. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries, if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary, to) create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) Indebtedness incurred pursuant to this Agreement;

(b) Indebtedness consisting of Contingent Obligations described in clause (i) of the definition thereof and permitted pursuant to Section 5.9;

(c) Indebtedness existing on the Restatement Effective Date and set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the principal amount of such Indebtedness as of the date of such extension or refinancing;

(d) Indebtedness not to exceed $750,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h);

(e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b);

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(f) unsecured Indebtedness (including earnouts) owing to sellers incurred in connection with Permitted Acquisitions, which Indebtedness (i) is subordinated to the Obligations on terms and conditions reasonably acceptable to the Agent, (ii) does not require payment of principal (other than any earn out obligation) prior to payment in full of the Loans, (iii) pays cash interest no more frequently than quarterly at a rate no greater than ten percent (10%) per annum, and (iv) does not exceed $500,000 in the aggregate at any time outstanding for all such Indebtedness (assuming for such purpose that earnouts shall be deemed to equal the maximum amount thereof) (the foregoing Indebtedness being referred to as “Seller Paper”);

(g) Subordinated Indebtedness not to exceed the original principal amount of $25,100,000, as the same may be increased due to capitalized interest, evidenced by the Subordinated Notes; and

(h) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding $500,000.

5.6 Transactions with Affiliates. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Borrower or of any such Subsidiary, except, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) as expressly permitted by this Agreement; or

(b) in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of the Borrower or such Subsidiary provided that in the case of this clause (b), upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of the Borrower or such Subsidiary and which are disclosed in writing to the Agent or as set forth in Schedule 5.6.

5.7 Management Fees and Compensation. The Borrower shall not, and shall not permit any of its Subsidiaries to pay any management, consulting or similar fees to any Affiliate of the Borrower or to any officer, director or employee of the Borrower or any of its Subsidiaries or any Affiliate of the Borrower except, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) payment of reasonable compensation to officers and employees for actual services rendered to the Borrower and its Subsidiaries and reimbursement for actual, reasonable, out-of-pocket expenses of employees of the Borrower and its Subsidiaries, in each case in the Ordinary Course of Business;

(b) payment of performance bonuses to officers and employees, not to exceed $2,500,000 in the aggregate, pursuant to one or more agreements or plans, each in form and substance acceptable to the Agent (it being acknowledged and agreed that the terms and conditions specified on Exhibit 5.7 are acceptable to the Agent), and which agreements or plans will in any event contain the EBITDA targets set forth on Schedule 5.7; provided, that

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(i) prior to the making of any such payment, the Borrower shall have delivered to the Agent the audited financial statements and the Compliance Certificate required to be delivered pursuant to subsections 4.1(b) and 4.2(b) hereof, respectively; and

(ii) at the time of, and after giving effect to, the making of any such payment (A) no Default or Event of Default exists and (B) the Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI recomputed for the most recent quarter for which financial statements have been delivered; provided, that for purposes of calculating the Fixed Charge Coverage Ratio as required by this subsection 5.7(b)(ii)(B), the amount of such payments shall constitute Fixed Charges;

(c) payment of directors’ fees at prevailing market rates in the Borrower’s industry and reimbursement of actual, reasonable, out-of-pocket expenses incurred in connection with attending board of director meetings, in each case to individuals who are not employees, consultants or independent contractors of the Borrower, any of its Subsidiaries, the Sponsor, or any of their respective Affiliates (including, with respect to the Sponsor, any Controlled Investment Affiliates); provided, that notwithstanding the foregoing, the Borrower may continue to pay directors’ fees to John Anderson in an amount not to exceed $250,000 in any fiscal year of the Borrower;

(d) payment of management fees to Sponsor and its Controlled Investment Affiliates pursuant to the Management Agreement, as in effect on the Original Closing Date, not to exceed, in the aggregate, per annum, the greater of (i) $1,500,000 or (ii) five percent (5%) of EBITDA for the applicable calendar year, payable in equal quarterly installments as provided in the Management Agreement, as in effect on the Original Closing Date, together with reimbursement of actual, reasonable, out-of-pocket expenses and payment of customary investment banking fees in connection with Permitted Acquisitions and financings pursuant to the Management Agreement, as in effect on the Original Closing Date; provided, that no other investment banking fees (other than customary brokers’ fees) have been or will be paid by the Borrower or its Subsidiaries in connection with any such Permitted Acquisition or financing; and provided, further, however, that (A) if payments of principal, interest or other amounts due and owing to the Lenders hereunder are not being paid when due, (B) upon notice from the Agent that any Event of Default under subsections 4.1, 4.2(b) or 7.1(c) has occurred and is continuing or would arise as a result of such payment (or automatically while any Event of Default under subsections 7.1(a), 7.1(f), 7.1(g) or 7.1(m)(iv) has occurred and is continuing or would arise as a result of such payment), or (C) the Borrower has elected to pay the entire amount of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in kind (and not in cash) at the 16% interest rate in accordance with Section 1.1 of the Subordinated Loan Agreement, the fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall not be paid; and

(e) transactions permitted by subsection 5.6(b).

5.8 Use of Proceeds. The Borrower shall not and shall not suffer or permit any of its Subsidiaries to use any portion of the Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of the Borrower or others incurred to

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purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

5.9 Contingent Obligations. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries, if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary, to), create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) endorsements for collection or deposit in the Ordinary Course of Business;

(b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation upon prior written notice to the Agent or pursuant to Section 4.13;

(c) Contingent Obligations of the Borrower and its Subsidiaries existing as of the Restatement Effective Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal;

(d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations;

(e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies;

(f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions and (ii) purchasers in connection with dispositions permitted under subsection 5.2(d);

(g) Contingent Obligations arising under Lender Letters of Credit and other letters of credit which are the subject of a Letter of Credit Participation Agreement; and

(h) Contingent Obligations of Borrower with respect to any obligations of any of its Wholly-Owned Subsidiaries that are Domestic Subsidiaries (with respect to which there has been compliance with Section 4.12) permitted by this Agreement; provided, if such obligation is subordinated to the Obligations, such Contingent Obligation shall be subordinated to the same extent.

5.10 Compliance with ERISA. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to:

(a) terminate any Plan subject to Title IV of ERISA so as to result in any material liability to the Borrower;

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(b) permit to exist any ERISA Event or any other event or condition, which would reasonably be expected to have a Material Adverse Effect;

(c) make a complete or partial withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in any material liability to the Borrower;

(d) enter into any new Plan or modify any existing Plan so as to increase its obligations thereunder which would reasonably be expected to have a Material Adverse Effect; or

(e) permit the present value of all nonforfeitable accrued benefits under any Plan subject to Title IV of ERISA (using the actuarial assumptions utilized by the PBGC upon termination of a Title IV Plan) materially to exceed the fair market value of Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Plan that is subject to Title IV of ERISA.

5.11 Restricted Payments. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding, or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary, and except that the Borrower may, in each instance solely to the extent permitted under the Subordinated Loan Agreement:

(a) declare and make dividend payments or other distributions payable solely in its common stock or other equity securities;

(b) make distributions to Holdings which are immediately used by Holdings to redeem from employee (or former employee) stockholders shares of Holdings common stock or warrants or options to acquire any such shares provided all of the following conditions are satisfied:

(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered; provided, that for purposes of calculating the Fixed Charge Coverage Ratio as required by this subsection 5.1 l(b)(ii), the amount of such payments shall constitute Fixed Charges;

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(iii) the aggregate Restricted Payments permitted (x) in any fiscal year of Borrower shall not exceed $250,000 and (y) during the term of this Agreement shall not exceed $750,000; and

(iv) after giving effect to such Restricted Payment, Availability is not less than $3,000,000;

(c) in the event Borrower files a consolidated income tax return with Holdings, make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the Ordinary Course of Business provided, that the amount of such distribution shall not be greater, nor the receipt by Borrower of tax benefits less, than they would have been had Borrower not filed a consolidated return with Holdings;

(d) pay as and when due and payable, regularly scheduled payments of interest at the non-default rate of interest and payments of earnouts in respect of Seller Paper, to the extent permitted under the subordination terms with respect thereto;

(e) make distributions to Holdings at such times and in such amounts as are necessary to permit payment of actual, reasonable, out-of-pocket overhead and administrative expenses payable by Holdings in the Ordinary Course of Business, not to exceed $500,000 in the aggregate in any fiscal year;

(f) consummate, on the Restatement Effective Date, the Restatement Effective Date Transactions; and

(g) (i) until such time as the Borrower shall have exercised its option under Section 1.1 of the Subordinated Loan Agreement to make all payments of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in-kind (and not in cash), make regularly scheduled cash payments of interest at the non-default cash pay rate of interest with respect to the Subordinated Indebtedness evidenced by the Subordinated Notes, (ii) reimburse out-of- pocket fees and expenses required to be paid pursuant to the Subordinated Loan Agreement, in each case, to the extent permitted under, and subject to the terms and conditions set forth in, the Subordination Agreement and (iii) on any regularly scheduled interest payment date for the Subordinated Notes, commencing with any such interest payment date following the fifth anniversary of the Restatement Effective Date, if the aggregate amount which would be includible in income of the holders of the Subordinated Notes for periods ending on or before such interest payment date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under the Subordinated Notes on or before such interest payment date (determined without regard to the amounts payable on such interest payment date under Section 1.1 of the Subordinated Loan Agreement), and (y) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Subordinated Notes and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Subordinated Notes (such sum, the “Maximum Accrual”), then the Borrower may pay to the holders of the Subordinated Notes in cash an aggregate amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual; provided , that solely for

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purposes of this clause (iii), (A) no Default or Event of Default then exists or would arise as a result thereof, (B) after giving effect to such payment, the Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI (using the covenant thresholds for the immediately preceding testing date), recomputed for the most recent fiscal quarter for which financial statements have been delivered and (C) after giving effect to such payment, Availability is not less than $5,000,000.

5.12 Change in Business. The Borrower shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business substantially different from and unrelated to those lines of business carried on by it on the Original Closing Date.

5.13 Change in Structure. Except as expressly permitted under Section 5.3, the Borrower shall not and shall not permit any of its Subsidiaries to, make any material changes in its equity capital structure (including in the terms of its outstanding stock), or amend any of its Organization Documents in any material respect or in any respect adverse to the Agent or Lenders.

5.14 Accounting Changes. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any of its consolidated Subsidiaries, except with the prior written consent of the Agent.

5.15 Amendments to Related Agreements and Subordinated Indebtedness.

(a) The Borrower shall not and shall not permit any of its Subsidiaries, to (i) amend, supplement, waive or otherwise modify any provision of, any Related Agreement (other than the Subordinated Indebtedness Documents) in a manner adverse to the Agent or Lenders or which could reasonably be expected to have a Material Adverse Effect, or (ii) take or fail to take any action under any Related Agreement (other than the Subordinated Indebtedness Documents) that could reasonably be expected to have a Material Adverse Effect.

(b) Borrower shall not and shall not permit any of its Subsidiaries directly or indirectly to change or amend the terms of the Subordinated Indebtedness evidenced by the Subordinated Indebtedness Documents except in accordance with the terms of the Subordination Agreement.

5.16 No Negative Pledges. Borrower will not, and will not permit any of its Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s equity securities or to pay fees, including management fees, or make other payments and distributions to Borrower or any of its Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries, directly or indirectly, to enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Agent, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(h) and (i)

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provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

5.17 OFAC. Neither Holdings, the Borrower nor any Subsidiary of the Borrower (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order.

5.18 Integration. Notwithstanding anything in this Article V to the contrary, no action otherwise permitted under this Article V shall be permitted if such action is prohibited or is otherwise not permitted under any of the Subordinated Indebtedness Documents and the Agent shall have the right, at any time, to require the Borrower, to deliver a certificate executed by a Responsible Officer of the Borrower and otherwise in form and substance reasonably satisfactory to Agent which certifies to Agent and Lenders that any such action, at the time such action is to be taken, is permitted under the Subordinated Indebtedness Documents. Furthermore, all covenants contained in each of the Subordinated Indebtedness Documents hereby are incorporated herein, mutatis mutandis, as if such covenants were set forth in this Agreement, and shall be deemed in addition to, and not in substitution of, the covenants contained in the Loan Documents.

5.19 Stay. Extension and Usury Laws. None of Holdings, Borrower or its Subsidiaries shall (to the extent that they may lawfully covenant not to do so) at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and each of Holdings, Borrower and its Subsidiaries (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, but shall suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE VI - FINANCIAL COVENANTS

The Borrower covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied, unless the Required Lenders waive compliance in writing:

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6.1 Capital Expenditures. The Borrower and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter period commencing on the Restatement Effective Date) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period commencing on the Restatement Effective Date):

Fiscal Period	Capital Expenditure Limitation
For the fiscal December 31, 2006 year ending	$	3,000,000
For the fiscal December 31, 2007 year ending	$	2,000,000
For the fiscal December 31,2008 year ending	$	2,000,000
For the fiscal December 31, 2009 year ending	$	2,000,000
For the fiscal December 31, 2010 and for each fiscal year thereafter	$	2,500,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b).

6.2 Senior Leverage Ratio. The Borrower shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum  Senior Leverage Ratio
March 31, 2006	3.50 to 1.00
June 30, 2006	3.50 to 1.00
September 30, 2006	3.50 to 1.00
December 31,2006	3.50 to 1.00
March 31, 2007	3.35 to 1.00
June 30, 2007	3.20 to 1.00
September 30,2007	3.10 to 1.00
December 31,2007	3.00 to 1.00
March 31, 2008	2.75 to 1.00
June 30, 2008	2.50 to 1.00
September 30, 2008	2.50 to 1.00
December 31, 2008	2.25 to 1.00
March 31, 2009	2.25 to 1.00
June 30, 2009 and the last day of each fiscal quarter thereafter	2.00 to 1.00

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“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

6.3 Fixed Charge Coverage Ratio. The Borrower shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge Ratio
March 31, 2006	1.10 to 1.00
June 30,2006	1.10 to 1.00
September 30, 2006	1.10 to 1.00
December 31, 2006	1.10 to 1.00
March 31, 2007	1.10 to 1.00
June 30, 2007	1.10 to 1.00
September 30, 2007	1.10 to 1.00
December 31, 2007	1.10 to 1.00
March 31,2008	1.15 to 1.00
June 30, 2008	1.15 to 1.00
September 30,2008	1.15 to 1.00
December 31,2008	1.15 to 1.00
March 31, 2009	1.15 to 1.00
June 30,2009	1.15 to 1.00
September 30, 2009	1.15 to 1.00
December 31, 2009	1.20 to 1.00
March 31, 2010	1.20 to 1.00
June 30, 2010	1.20 to 1.00
September 30, 2010	1.20 to 1.00
December 31, 2010	1.20 to 1.00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

6.4 Interest Coverage Ratio. The Borrower shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	2.25 to 1.00
June 30,2006	2.25 to 1.00
September 30, 2006	2.35 to 1.00
December 31, 2006	2.40 to 1.00

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March 31, 2007	2.45 to 1.00
June 30, 2007	2.50 to 1.00
September 30, 2007	2.50 to 1.00
December 31, 2007	2.60 to 1.00
March 31, 2008	2.65 to 1.00
June 30, 2008	2.65 to 1.00
September 30, 2008	2.70 to 1.00
December 31, 2008	2.75 to 1.00
March 31, 2009	2.75 to 1.00
June 30, 2009	3.00 to 1.00
September 30, 2009	3.00 to 1.00
December 31, 2009 and the last day of each fiscal quarter thereafter	3.25 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

ARTICLE VII - EVENTS OF DEFAULT

7.1 Event of Default. Any of the following shall constitute an “ Event of Default ” :

(a) Non-Pavment. The Borrower fails to pay, (i) when and as required to be paid herein, any amount of principal of on any Loan, including after maturity of the Loans, whether by acceleration or otherwise, or (ii) within five (5) days after the same shall become due, any interest on any Loan or any fee or any other amount payable hereunder or pursuant to any other Loan Document; or

(b) Representation or Warranty. Any representation, warranty or certification by or on behalf of Holdings, the Borrower or any of its Subsidiaries made or deemed made herein, in any Loan Document, or which is contained in any certificate, document or financial or other statement by Holdings, the Borrower, any of its Subsidiaries, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any Loan Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) Specific Defaults. Holdings or the Borrower fails to perform or observe any term, covenant or agreement contained in Sections 4.1, 4.2(b), 4.2(d), 4.3(a), 4.6, 4.10, 4.13 or Article V or Article VI hereof or the Fee Letter; or

(d) Other Defaults. Holdings, the Borrower or any of its Subsidiaries fails to perform or observe any other term, covenant or agreement contained in this Agreement or any Loan Document, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which a Responsible Officer becomes aware of such default

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and (ii) the date upon which written notice thereof is given to the Borrower by the Agent or Required Lenders; or

(e) Cross-Default , (i) Holdings, the Borrower or any of its Subsidiaries (A) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded, or (ii) any default or event of default occurs under or in respect of the Subordinated Indebtedness evidenced by the Subordinated Indebtedness Documents; or

(f) Insolvency; Voluntary Proceedings , (i) The Borrower or, except solely as a result of the consummation of any transactions expressly permitted by subsections 5.3(a) or 5.3(b), any of its Subsidiaries, ceases or fails to be Solvent, (ii) the Borrower or any of its Subsidiaries generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (iii) the Borrower or, except solely as a result of the consummation of any transactions expressly permitted by subsections 5.3(a) or 5.3(b), any of its Subsidiaries, voluntarily ceases to conduct its business in the ordinary course; (iv) the Borrower or any of its Subsidiaries commences any Insolvency Proceeding with respect to itself; or (v) the Borrower or any of its Subsidiaries takes any action to effectuate or authorize any of the foregoing; or

(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against the Borrower or any Subsidiary of the Borrower, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of the Borrower’s or any of its Subsidiaries’ Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) the Borrower or any of its Subsidiaries admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Borrower or any of its Subsidiaries acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or

(h) ERISA. (i) A member of the Controlled Group shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its

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Withdrawal Liability under a Multiemployer Plan; (ii) a member of the Controlled Group shall fail to satisfy its contribution requirements under Section 412(c)(11) of the Code, whether or not it has sought a waiver under Section 412(d) of the Code; (iii) the occurrence of an ERISA Event; (iv) a Plan that is intended to be qualified under Section 401(a) of the Code shall lose its qualification; (v) any member of the Controlled Group engages in or otherwise becomes liable for a non-exempt prohibited transaction; (vi) a violation of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code; (vii) any member of the Controlled Group is assessed a tax under Section 4980B of the Code or incurs a liability under Section 601 et seq. of ERISA; and, the occurrence of any such event listed in clauses (i) through (vii), or the occurrence of any combination of events listed in clauses (i) through (vii) results in, or could reasonably be expected to result in, a Material Adverse Effect or result in exposure to Borrower in an amount in excess of $500,000; or

(i) Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against Holdings, the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by independent
third-party insurance) as to any single or related series of transactions, incidents or conditions, of $500,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of forty-five (45) days after the entry thereof; or

(j) Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against Holdings, the Borrower or any of its Subsidiaries which does or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (determined after giving effect to the proceeds of any business interruption insurance), and there shall be any period of twenty (20) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(k) Collateral Any material provision of any Collateral Document shall for any reason cease to be valid and binding on or enforceable against Holdings, the Borrower or any Subsidiary of the Borrower party thereto or Holdings, the Borrower or any Subsidiary of the Borrower shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason (other than the failure of the Agent to take any action within its control) cease to be a perfected and first priority security interest subject only to Permitted Liens; or

(1) Ownership , (i) Sponsor at any time fails to own beneficially, directly or indirectly, at least fifty-one percent (51%) of the issued and outstanding voting capital stock of Holdings or, in any event, capital stock representing voting control of the Borrower, or (ii) Holdings ceases to own one hundred percent (100%) of the issued and outstanding equity securities of the Borrower occurs in each instance in clauses (i) and (ii), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings, other than Liens in favor of the Agent, for the benefit of the Agent and Lenders; or (iii) a “Change of Control” or terms of similar import occurs under the Subordinated Loan Agreement or the Borrower delivers a “Control Change Notice” (as such term is defined in the Subordinated Loan Agreement) under the Subordinated Loan Agreement; or

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(m) Holdings Defaults. (i) Holdings shall fail in any material respect to perform or observe any term, covenant or agreement in the Guaranty, the Holdings Pledge Agreement or the Security Agreement; or (ii) the Guaranty, the Holdings Pledge Agreement or the Security Agreement shall for any reason be partially (including with respect to future advances) or wholly revoked or invalidated, or otherwise ceases to be in full force and effect; or (iii) Holdings or any other Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder; or (iv) any event described in subsections 7.1(f) or 7.1(g) shall occur with respect to Holdings; or (v) Holdings shall engage in any business activities other than (A) its ownership of the equity securities of Borrower, (B) activities incidental to maintenance of its corporate existence, and (C) performance of its obligations under the Related Transaction Documents to which it is a party; or

(n) Invalidity of Subordination Provisions. The subordination provisions of the Subordination Agreement or any other agreement or instrument governing any Subordinated Indebtedness shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations for any reason shall not have the priority contemplated by this Agreement or such subordination provisions; or

(o) Joint Venture Defaults. Any event described in subsections 7.1(f) or 7.1(g) shall occur with respect to any Joint Venture which is less than fifty percent (50%) owned by the Borrower or any of its Subsidiaries if the Borrower or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Borrower or such Subsidiary.

7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default, the Agent may, and shall at the request of the Required Lenders:

(a) declare all or any portion of the Commitment of each Lender to make Loans or issue Lender Letters of Credit or Letter of Credit Participation Agreements to be terminated, whereupon such Commitments shall forthwith be terminated;

(b) declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable; without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided , however , that upon the occurrence of any event specified in subsections 7.1(f), 7.1(g) or 7.1(m)(iv) above (in the case of clause (i) of subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make Loans and the obligation of Agent to issue Lender Letters of Credit and Letter of Credit Participation Agreements shall automatically terminate and the unpaid principal amount of all outstanding

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Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Agent or any Lender.

7.3 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

7.4 Cash Collateral for Letters of Credit. If an Event of Default has occurred and is continuing or this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason, then the Agent may, and upon request of Lenders holding more than fifty percent (50%) of the Revolving Loan Commitments shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2 hereof or upon payment in full of the Term Loan), and Borrower shall thereupon deliver to the Agent, to be held for the benefit of the Agent and the Lenders entitled thereto, an amount of cash equal to one hundred two percent (102%) of the amount of Letter of Credit Participation Liability (determined in accordance with subsection 1.1(c) hereof) as additional collateral security for Borrower’s Obligations in respect of any outstanding Lender Letter of Credit and Letter of Credit Participation Agreement. The Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of Borrower’s Obligations in respect of any Lender Letters of Credit or Letter of Credit Participation Agreements. Pending such application, the Agent may (but shall not be obligated to) invest the same in an interest bearing account in the Agent’s name, for the benefit of the Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the Agent may, in its discretion, select.

ARTICLE VIII - THE AGENT

8.1 Appointment and Authorization. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

8.2 Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

8.3 Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or

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any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the Properties, books or records of the Borrower or any of the Borrower’s Subsidiaries or Affiliates. Agent shall have no obligation whatsoever to any Lender or any other Person to assure that the property covered by the Collateral Documents exists or is owned by the Borrower or any other Credit Party or is cared for, protected or insured or has been encumbered or that the Liens granted to the Agent have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. No Agent-Related Person shall be liable for any action taken or omitted to be taken by Swing Line Lender under this Agreement (including, without limitation, Swing Line Lender’s failure to adjust the Applicable Margin (with respect to Swing Line Loans) following any changes thereto).

8.4 Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile or telephone message, statement or other document or conversation believed by it to be genuine and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lenders (or, where an action or waiver need only be approved by the Required Lenders, by the Required Lenders) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Lenders (or, where an action or waiver need only be approved by the Required Lenders, by the Required Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

8.5 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be requested by the Required Lenders in accordance with Article VII; provided , however , that unless and until the Agent shall have received any such request, the

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Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

8.6 Credit Decision. Each Lender expressly acknowledges that none of the Agent-Related Persons has made any representation or warranty to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Borrower and its Subsidiaries shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated thereby, and made its own decision to enter into this Agreement and extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower which may come into the possession of the Agent.

8.7 Indemnification. Whether or not the transactions contemplated hereby shall be consummated, upon demand therefor the Lenders shall indemnify the Agent and each Affiliate of Agent issuing Lender Letters of Credit (in each instance, to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), ratably from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever which may at any time (including at any time following the repayment of the Loans and the termination or resignation of the Agent) be imposed on, incurred by or asserted against the Agent or such Affiliate in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent (or such Affiliate) under or in connection with any of the foregoing; provided , however , that no Lender shall be liable for the payment to the Agent (or such Affiliate) of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Agent’s (or such Affiliate’s) gross negligence or willful misconduct. In addition, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. Without limiting the generality of the foregoing, if the Internal Revenue Service or any other

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Governmental Authority of the United States or other jurisdiction asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section 8.7, together with all related costs and expenses (including Attorney Costs). The obligation of the Lenders in this Section 8.7 shall survive the payment of all Obligations hereunder.

8.8 Agent in Individual Capacity. Antares and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory or other business with Holdings, the Borrower and its Subsidiaries and Affiliates as though Antares were not the Agent hereunder and without notice to or consent of the Lenders. With respect to its Loans, Antares shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent, and the terms “Lender” and “Lenders” shall include Antares in its individual capacity.

8.9 Successor Agent. The Person then acting as the Agent may resign as Agent upon thirty (30) days’ prior notice to the Lenders and to Borrower. If such Person shall resign as Agent under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders which appointment shall, so long as no Event of Default has occurred and is continuing, be subject to the approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may thereupon appoint a successor agent from among the Lenders reasonably acceptable to Borrower. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation (or, if later, ten (10) days after the date upon which the Agent designates a successor agent), the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

8.10 Collateral Matters.

(a) The Agent is authorized (but not required) on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents.

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(b) The Agent is hereby authorized, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral:

(i) upon termination of the Commitments and payment in full of all Loans and all other Obligations then payable under this Agreement and under any other Loan Document;

(ii) constituting Property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder;

(iii) consisting of an instrument evidencing Indebtedness or of any other debt instrument, if the Indebtedness evidenced thereby has been paid in full; or

(iv) if approved, authorized or ratified in writing by the Required Lenders or all the Lenders, as the case may be, as provided in subsection 9.1(f).

Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this subsection 8.10(b).

(c) Each Lender agrees with and in favor of each other Lender (which agreement shall not be for the benefit of the Borrower or any of its Subsidiaries) that the Borrower’s obligation to such Lender under this Agreement and the other Loan Documents shall be equally and ratably secured by any real property and/or other collateral now or hereafter securing any obligations of the Borrower or any of its Subsidiaries to such Lender, whether or not the same constitutes Collateral hereunder.

8.11 Documentation Agent and Syndication Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Documents, neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities, nor shall the Document Agent or the Syndication Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Documents or otherwise exist against the Documentation Agent or the Syndication Agent.

ARTICLE IX – MISCELLANEOUS

9.1 Amendments and Waivers.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document (or the Subordination Agreement or any subordination provisions applicable to Subordinated Indebtedness), and no consent with respect to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders, the Borrower and acknowledged by the Agent, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders, the Borrower and acknowledged by the Agent, do any of the following:

(i) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to subsection 7.2(a));

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(ii) postpone or delay any date fixed for, or waive, any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document (other than any postponement or delay of any date fixed for any mandatory prepayment of the Loans pursuant to subsection 1.8(c) or 1.8(d));

(iii) reduce the principal of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on any Loan, or of any fees or other amounts payable hereunder or under any other Loan Document;

(iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;

(v) amend this Section 9.1(a) or the definition of Required Lenders or any provision providing for consent or other action by all Lenders;

(vi) discharge Holdings or any Subsidiary of the Borrower from their respective Obligations under the Loan Documents, or release all or substantially all of the Collateral except as otherwise may be provided in this Agreement or the other Loan Documents; or

(vii) amend or waive any provision of subsection 1.10(c);

(b) No amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Agent under this Agreement or any other Loan Document;

(c) No amendment or waiver shall, unless signed by Agent, Required Lenders, Borrowers and Required Revolving Lenders: (i) amend or waive compliance with the conditions precedent to the obligations of Lenders to make any Revolving Loan (or to issue any Lender Letter of Credit or Letter of Credit Participation Agreement) in Section 2.2; (ii) amend or waive non-compliance with any provision of subsection 1.1(c); (iii) amend or waive this subsection 9.1(c) or the definitions of the terms used in this subsection 9.1(c) insofar as the definitions affect the substance of this subsection 9.1(c) or (iv) increase the Swing Line Commitment; and

(d) No amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender, affect the rights or duties of the Swing Line Lender (in its capacity as such), under this Agreement or any other Loan Document.

9.2 Notices.

(a) All notices, requests and other communications provided for hereunder shall be in writing (including, unless the context expressly otherwise provides, by facsimile or electronic transmission) and mailed by certified or registered mail, faxed or delivered by personal or overnight delivery, to the address or facsimile number specified for notices on the applicable

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signature page hereof (or, with respect to communications permitted or required to be delivered hereunder to the Agent electronically, to bsommerfeld@antareslev.com and dglickman@antareslev.com, or to such other e-mail addresses as may be designated by the Agent in a written notice to each of the other parties hereto given in compliance herewith); or, if directed to the Borrower or the Agent, to such other address as shall be designated by such party in a written notice to each of the other parties hereto given in compliance herewith, or, if directed to any other party hereto, to such other address as shall be designated by such party in a written notice given in compliance herewith to the Borrower and the Agent. The address for notices, requests and other communication to the Swing Line Lender shall be as follows or to such other address as shall be designated by the Swing Line Lender in a written notice to each of the other parties hereto given in compliance herewith:

Antares Capital Corporation

311 South Wacker Drive

Suite 4400

Attention: Portfolio Manager - Panther

Facsimile: (312) 697-3998

(b) All such notices, requests and communications shall be effective (i) if delivered in person, when delivered, (ii) if delivered by facsimile transmission, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Chicago time, otherwise on the next Business Day, (iii) if delivered electronically, upon receipt thereof by the recipient; (iv) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed and (v) if mailed, upon the third (3rd) Business Day after the date deposited into the U.S. Mail, certified or registered; except that notices pursuant to Article I shall not be effective until actually received by the Agent.

(c) The Borrower acknowledges and agrees that any agreement of the Agent and the Lenders in Article I hereof to receive certain notices by telephone, facsimile and other electronic transmission is solely for the convenience and at the request of the Borrower. The Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Agent and the Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Agent or the Lenders in reliance upon such telephonic, facsimile or other electronic notice. The obligation of the Borrower to repay the Loans shall not be affected in any way or to any extent by any failure by the Agent and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Agent and the Lenders of a confirmation which is at variance with the terms understood by the Agent and the Lenders to be contained in the telephonic or facsimile notice.

9.3 No Waiver: Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between Borrower, any Affiliate of Borrower, Agent or any Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.

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9.4 Costs and Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Borrower shall pay or reimburse:

(a) Antares (including in its capacity as Agent) within five (5) Business Days after demand (except as otherwise provided in subsection 2.1(f)) for all actual, reasonable, out-of-pocket costs and expenses incurred by Antares (including in its capacity as Agent) in connection with the development, preparation, syndication, delivery, administration and execution of, and any amendment, supplement, waiver or modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including the Attorney Costs incurred by Antares (including in its capacity as Agent) with respect thereto and for all out-of-pocket costs and expenses incurred by it in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies during the existence of an Event of Default (including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding) under this Agreement, any other Loan Document, and any such other documents;

(b) Lenders within five (5) Business Days after demand for all Attorney Costs of one law firm, on behalf of all Lenders (other than Antares) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies during the existence of an Event of Default (including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding) under this Agreement, any other Loan Document; and

(c) Agent within five (5) Business Days after demand for all actual, reasonable, out-of-pocket appraisal, audit, environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by Agent in connection with the matters referred to under subsection (a) of this Section 9.4.

The obligations of this Section 9.4 shall survive payment of all other Obligations.

9.5 Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Borrower shall indemnify, defend and hold harmless each Lender, the Swing Line Lender (in its capacity as such), the Agent, each Affiliate of Agent providing Lender Letters of Credit and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, and reasonable expenses or disbursements (including Attorney Costs):

(a) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to this Agreement or the Loans or the transactions contemplated hereby or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto; and

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(b) which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property of Borrower or any of its Subsidiaries;

(all the foregoing, collectively, the “Indemnified Liabilities”); provided , that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent arising from the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction.

No action taken by legal counsel chosen by the Agent or any Lender in defending against any investigation, litigation or proceeding or requested remedial, removal or response action shall vitiate or in any way impair the Borrower’s obligation and duty hereunder to indemnify and hold harmless the Agent and each Lender. In no event shall any site visit, observation, or testing by the Agent or any Lender (or any contractee of the Agent or any Lender) be deemed a representation or warranty that Hazardous Materials are or are not present in, on, or under, the site, or that there has been or shall be compliance with any Environmental Law. Neither the Borrower nor any other Person is entitled to rely on any site visit, observation, or testing by the Agent or any Lender. Neither the Agent nor any Lender owes any duty of care to protect the Borrower or any other Person against, or to inform the Borrower or any other Person of, any Hazardous Materials or any other adverse condition affecting any site or Property. Neither the Agent nor any Lender shall be obligated to disclose to the Borrower or any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by the Agent or any Lender.

The obligations in this Section 9.5 shall survive payment of all other Obligations. At the election of any Indemnified Person, the Borrower shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person’s reasonable discretion, at the sole cost and expense of the Borrower. All amounts owing under this Section 9.5 shall be paid within thirty (30) days after demand.

9.6 Marshaling; Payments Set Aside. Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Agent or any Lender, or the Agent or any Lender enforces its Liens or exercises its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then:

(a) to the extent of such recovery the Obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred; and

(b) each Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent.

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The agreement and obligations of this Section shall survive payment of all other Obligations.

9.7 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.8 hereof, and provided further that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and each Lender.

9.8 Assignments, Participations, etc.

(a) Any Lender may, with the written consent of the Borrower, which consent shall not be unreasonably withheld (provided that such consent shall not be required at any time that a Default or an Event of Default exists or in connection with any assignment by a Lender to another Lender or to an Eligible Assignee that is an Affiliate of a Lender or a Related Fund of a Lender), and the Agent, at any time assign and delegate to one or more Eligible Assignees (provided that such consent of the Agent or the Borrower shall not be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender) (each an “Assignee”) all, or any part of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $1,000,000 (or such lesser amount to which the Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender; provided, however, that any assignment of the Swing Line Commitment and Swing Line Loans thereunder (x) shall require the prior written consent of Agent which may be granted or withheld in its sole discretion and (y) shall be in the full amount of the Swing Line Commitment and outstanding Swing Line Loans at such time; provided, further, however, that in no event shall more than one Lender hold the Swing Line Commitment and Swing Line Loans at any time; and provided, further, however, in all instances, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:

(i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee;

(ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in form and substance reasonably satisfactory to Agent, such Lender and its Assignee (an “Assignment and Acceptance”); and

(iii) the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500, provided no processing fee shall be required to be paid in connection with an assignment by a Lender to an Eligible Assignee that is an Affiliate of such Lender.

No less frequently than once every fiscal quarter, Agent shall notify Swing Line Lender of any assignments made to an entity that was not previously a Lender.

(b) Subject to the provisions of subsection 9.8(f) below, from and after the date that the Agent notifies the assignor Lender that the Agent has received and provided its consent with

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respect to an executed Assignment and Acceptance and payment of the above-referenced processing fee:

(i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement and the other Loan Documents; and

(ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents.

(c) Subject to the provisions of subsection 9.8(f) below, immediately upon the making of the processing fee payment to the Agent in respect of the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender to the same extent.

(d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided , however, that:

(i) the Originating Lender’s obligations under this Agreement shall remain unchanged;

(ii) the Originating Lender shall remain solely responsible for the performance of such obligations;

(iii) the Borrower and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents; and

(iv) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to subsection 9.1(a).

In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

(e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may (i) assign all or any portion of the Loans held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to

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Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank, (ii) in the case of any Lender that is a fund, trust or similar entity, assign or pledge all or any portion of the Loans held by it (and Notes evidencing such Loans) to the trustee under any indenture to which such Lender is a party in support of its obligations to the trustee for the benefit of the applicable trust beneficiaries, or (iii) pledge all or any portion of the Loans held by it (and Notes evidencing such Loans) to its lenders for collateral security purposes, provided that any payment in respect of such assigned Loans made by the Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned or pledged Loans to the extent of such payment. No such assignment or pledge shall release the assigning Lender from its obligations hereunder.

(f) The Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Commitments, Loans and any Notes evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment of any Commitment and/or Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. Any assignment or transfer of all or part of a Commitment and/or Loan evidenced by a Note shall be registered on the Register only upon a surrender or registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee and, if applicable, assignor, and the old Notes shall be returned by the Agent to the Borrower marked “cancelled”. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Commitments and Loans) at any reasonable time and from time to time upon reasonable prior notice.

9.9 Confidentiality. Each of the Agent and the Lenders shall, until the second anniversary of the Revolving Termination Date, maintain in confidence in accordance with its customary procedures for handling confidential information, all written information that Borrower or any of its Subsidiaries, or any of their authorized representatives, furnishes to the Agent or any Lender on a confidential basis clearly marked as such (“Confidential Information”), other than any such Confidential Information that becomes generally available to the public other than as a result of a breach by the Agent or any Lender of its obligations hereunder or that is or becomes available to the Agent or such Lender from a source other than Borrower or any of its Subsidiaries, or any of their authorized representatives, and that is not, to the actual knowledge of the recipient thereof, subject to obligations of confidentiality with respect thereto; provided , however, that the Agent and each Lender shall in any event have the right to deliver copies of any such documents, and to disclose any such information, to:

(a) on a confidential basis, its directors, officers, trustees, partners, employees, agents, attorneys and professional consultants;

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(b) portfolio management services and rating agencies;

(c) any other Lender and any successor Agent;

(d) any Person to which such Lender offers to sell any Loan or any part thereof or interest or participation therein ( provided such Person agrees to keep such information confidential on the terms set forth in this Section 9.9);

(e) any federal or state regulatory authority or examiner, or any insurance industry association, regulating or having jurisdiction over the Agent or such Lender; and

(f) any other Person to which such delivery or disclosure may be necessary or appropriate (i) in compliance with any applicable law, rule, regulation or order, (ii) in response to any subpoena or other legal process or informal investigative demand, (iii) in connection with any litigation to which the Agent or such Lender is a party, or (iv) in connection with the enforcement of the rights and remedies of the Agent or the Lenders under this Agreement and the other Loan Documents at any time when an Event of Default shall have occurred and be continuing.

9.10 Set-off; Sharing of Payments. In addition to any rights and remedies now or hereafter granted under applicable law, and not by way of limitation of any such rights or remedies at any time and from time to time, upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized by the Borrower, with reasonably prompt subsequent notice to the Borrower (any prior or contemporaneous notice being hereby expressly waived by the Borrower) to set off and to appropriate and to apply any and all

(a) balances held by such Lender at any of its offices for the account of the Borrower or any of its Subsidiaries (regardless of whether such balances are then due to the Borrower or any of its Subsidiaries); and

(b) other Property at any time held or owing by such Lender to or for the credit or for the account of the Borrower or any of its Subsidiaries;

against and on account of any and all Obligations which are not paid when due; except that no Lender shall exercise such right without the prior written consent of the Agent. Any Lender having a right to set off shall purchase for cash (and the other Lenders shall sell) participations in each such other Lender’s pro rata share of the Obligations as would be necessary to cause such Lender to share the benefit of such right of set-off with each other Lender in accordance with their respective pro rata shares of the Obligations. The Borrower agrees, to the fullest extent permitted by law, that (i) any Lender may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and may sell participations to other Lenders, and (ii) any Lender so purchasing a participation in the Obligations held by other Lenders may exercise all rights of setoff, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Obligations in the amount of such participation. The Borrower hereby grants to each Lender a security interest in all such deposits and other Property, whether now existing or hereafter arising, held by each Lender for the purposes set forth herein.

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9.11 Notification of Addresses, Lending Offices, Etc. Each Lender shall notify the Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Agent shall reasonably request.

9.12 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with each of the Borrower and the Agent.

9.13 Severability; Facsimile Signature. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder. Any Loan Document, or other agreement, document or instrument, delivered by facsimile transmission shall have the same force and effect as if the original thereof had been delivered.

9.14 Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

9.15 Independence of Provisions. The parties hereto acknowledge that this Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

9.16 Interpretation. This Agreement is the result of negotiations among and has been reviewed by counsel to the Agent, the Borrower and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Lenders or the Agent merely because of the Agent’s or Lenders’ involvement in the preparation of such documents and agreements.

9.17 No Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrower, the Lenders and the Agent, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Neither the Agent nor any Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.

9.18 Governing Law and Jurisdiction.

(A) THIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE THE LAWS OF ANY OTHER STATE

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TO APPLY; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(B) BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY BORROWER AGAINST AGENT OR ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(C) IF ANY AGENT APPOINTED BY BORROWER REFUSES TO ACCEPT SERVICE, BORROWER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

9.19 Waiver of Jury Trial. THE BORROWER, THE LENDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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9.20 Entire Agreement; Release. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among Holdings, the Borrower, the Lenders and the Agent, and supersedes all prior or contemporaneous Agreements and understandings of such Persons, oral or written, relating to the subject matter hereof and thereof and any prior arrangements made with respect to the payment by the Borrower of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Agent or the Lenders. Borrower has relied exclusively on the terms and provisions contained in this Agreement and the other Loan Documents in its execution and delivery hereof and thereof and entering into the transactions which are the subject hereof and thereof. Execution of this Agreement by the Borrower constitutes a full, complete and irrevocable release of any and all claims which the Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent nor any Lender shall be liable to Borrower or any other Person on any theory of liability for any special, indirect, consequential or punitive damages.

9.21 Patriot Act. Each Lender that is subject to the Patriot Act hereby notifies Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Patriot Act.

9.22 Replacement of Lender. Within forty-five (45) days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1,10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied, provided such default shall not have been cured; or (iii) any failure by any Lender to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender having Revolving Loans or Term Loan or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower may, at its option, notify the Agent and such Affected Lender (or such defaulting or non-consenting Lender, as the case may be) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such defaulting or non-consenting Lender, as the case may be), which Replacement Lender shall be reasonably satisfactory to the Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or defaulting or non-consenting Lender, as the case may be) shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 9.8 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this

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Section 9.22 and Section 9.8. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.

9.23 Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Obligations under the Original Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which is evidenced by the notes provided for therein and secured by the Collateral. Borrower acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Original Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower to the Agent and the Lenders under the Original Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower to the Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under the Notes to be delivered hereunder, and under the Original Credit Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

9.24 Press Release and Related Matters. Borrower agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name “GE Capital” or its affiliates or referring to this Agreement, the other Loan Documents or the Related Agreements without at least two (2) Business Days’ prior notice to the Agent and without the prior written consent of the Agent unless (and only to the extent that) Borrower or such Affiliate is required to do so under law and then, in any event, Borrower or such Affiliate will consult with the Agent before issuing such press release or other public disclosure. Borrower consents to the publication by Agent or any Lender of advertising material relating to the financing transactions contemplated by this Agreement using Borrower’s name, product photographs, logo or trademark. Agent or such Lender shall provide a draft of any advertising material to Borrower for review and comment prior to the publication thereof. Agent reserves the right to provide to industry trade organizations information necessary for inclusion in league table measurements.

ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY

10.1 Taxes.

(a) Subject to subsection 10.1(g) or to the extent required by applicable law, any and all payments by the Borrower to each Lender or the Agent under this Agreement shall be made

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free and clear of, and without deduction or withholding for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, and all interest, additions to tax or penalties applicable thereto, excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes branch profits taxes or similar taxes) as are imposed on or measured by each Lender’s net income by the jurisdiction under the laws of which such Lender or the Agent, as the case may be, is organized or maintains a Lending Office or any political subdivision thereof or imposed as a result of any present or former connection between the jurisdiction imposing such tax and such Lender other than a connection arising solely as a result of such Lender having performed its obligations or received payment hereunder or under any Loan Document (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and interest, additions to tax or penalties applicable thereto being hereinafter referred to as “Non-Excluded Taxes,” and all such excluded taxes being hereinafter referred to as “Excluded Taxes”).

(b) In addition, the Borrower shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by any Governmental Authority which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c) Subject to subsection 10.1(g), the Borrower shall indemnify and hold harmless each Lender and the Agent for the full amount of Non-Excluded Taxes or Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 10.1) paid by such Lender or the Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within thirty (30) days from the date any Lender or the Agent makes written demand therefor.

(d) If the Borrower shall be required by law to deduct or withhold any Non-Excluded Taxes or Other Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, then, subject to subsection 10.1(g):

(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 10.1) such Lender or the Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made;

(ii) the Borrower shall make such deductions; and

(iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(e) Within thirty (30) days after the date of any payment by the Borrower of Non- Excluded Taxes or Other Taxes, the Borrower shall furnish to the Agent (and the applicable Lender) the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Agent (and the applicable Lender).

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(f) Each Lender that is not a “United States person” as defined under Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Agent either (i) two completed copies of either (x) U.S. Internal Revenue Service Form W-8BEN claiming eligibility of the Non-U.S. Lender for benefits of an income tax treaty to which the United States is a party or (y) U.S. Internal Revenue Service Form W-8ECI, or in either case any subsequent versions thereof or successor forms thereto; or (ii) in the case of a Non-U.S. Lender that is entitled to claim and is claiming exemption from U.S. federal withholding tax under Section 871(h) or Section 881(c) of the Code with respect to payments of “portfolio interest,” (x) a certificate representing that such Non-U.S. Lender is not (A) a “bank” for purposes of Section 881(c)(3)(A) of the Code, (B) a ten percent (10%) shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) a controlled foreign corporation related to Borrower within the meaning of Section 864(d)(4) of the Code (referred to as an “Exemption Certificate”) and (y) two completed copies of U.S. Internal Revenue Service Form W-8BEN or any subsequent versions thereof or successor forms thereto, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender to the Borrower on or before the date such Non-U.S. Lender becomes a party to this Agreement. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender (but only for so long as such Non-U.S. Lender is legally available to deliver such form). Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).

Each Lender that is a “United States person” as defined under Section 7701(a)(30) of the Code (a “U.S. Lender”) shall deliver to the Borrower and the Agent such form or forms, certificates or documentation, including two original copies of United States Internal Revenue Service Form W-9, as reasonably requested by any Borrower to confirm or establish that such U.S. Lender is not subject to deduction, withholding, or backup withholding of United States federal income tax with respect to any payments to such U.S. Lender. Such forms shall be delivered by each U.S. Lender to the Borrower on or before the date such U.S. Lender becomes a party to this Agreement.

(g) The Borrower will not be required to pay any additional amounts to any Lender pursuant to Section 10.1(d)(i), or to indemnify any Lender pursuant to Section 10.1(c), in respect of any United States federal withholding taxes:

(i) if the obligation to pay such additional amounts or to indemnify a Lender would not have arisen but for a failure by such Lender to comply with its obligations under subsection 10.1(f), including the failure of such Lender to deliver to Borrower the form or forms and/or an Exemption Certificate, as applicable to such Lender;

(ii) if such Lender shall have delivered to the Borrower a Form W-8BEN and/or Form W-8ECI (or any subsequent versions thereof or successors thereto) in respect of such Lending Office pursuant to subsection 10.1(f), and such Lender shall not at any time be entitled to complete exemption from deduction or withholding of United

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States Federal income tax in respect of payments by the Borrower hereunder for the account of such Lending Office for any reason, including if such forms or Exemption Certificate fail to establish a complete exemption from United States federal withholding tax or if the information or certifications made therein by such Lender being untrue or inaccurate on the date delivered, other than to the extent that such reason is attributable to a change in United States law, treaty or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8BEN and/or Form W-8ECI (or any subsequent versions thereof or successors thereto); or

(iii) if such Lender designates a successor Lending Office at which it maintains its loans which has the effect of causing such Lender to become obligated for Non-Excluded Taxes or payments to such Lender to be subject to deduction or withholding in excess of those in effect immediately prior to such designation.

(h) If, at any time, the Borrower requests any Lender to deliver any forms or other documentation pursuant to subsection 10.1(f), then the Borrower shall, on demand of such Lender through the Agent, reimburse such Lender for any costs and expenses (including Attorney Costs) reasonably incurred by such Lender in the preparation or delivery of such forms or other documentation.

(i) If the Borrower is required to pay additional amounts to any Lender or the Agent pursuant to subsection 10.1(d), then such Lender shall use its reasonable best efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such change in the judgment of such Lender is not otherwise disadvantageous to such Lender.

(j) If the Borrower pays any amounts under this Section 10.1 to a Lender or a Governmental Authority with respect to such Lender and such Lender becomes aware that it has actually received any refund of such amounts, such Lender shall within thirty (30) Business Days pay such refund to the Borrower (but only to the extent of the amounts paid by the Borrower to such Lender in respect of the amounts giving rise to such refund), net of all out-of-pocket expenses incurred in obtaining such refund; provided , however , that (i) the Borrower agrees to repay the amount it received from such Lender in the event such Lender is required to repay such refund for any reason; (ii) nothing in this Section 10.1 shall require any Lender to disclose to the Borrower or to any other Person any information it deems to be confidential in its sole discretion (including, without limitation, its tax returns); and (iii) no Lender shall be required to pay any amounts pursuant to this Section 10.1 at any time in which a Default or Event of Default shall have occurred and be continuing.

(k) If any Non-Excluded Tax or Other Tax was not correctly or legally asserted, the relevant Lender shall, upon the Borrower’s reasonable request and at the expense of Borrower, provide such documents to Borrower as are necessary to enable Borrower to contest such Non-Excluded Tax or Other Tax pursuant to appropriate proceedings then available to the relevant Lender (so long as providing such documents shall not, in the good faith determination of the

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relevant Lender, result in any liability to the relevant Lender and doing so is otherwise permitted under applicable law as determined by such Lender).

10.2 Illegality. (a) If after the date hereof any Lender shall determine that the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through the Agent, the obligation of that Lender to make LIBOR Rate Loans shall be suspended until such Lender shall have notified the Agent and the Borrower that the circumstances giving rise to such determination no longer exists.

(b) Subject to clause (c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall prepay in full all LIBOR Rate Loans of such Lender then outstanding, together with interest accrued thereon, either on the last day of the Interest Period thereof if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans, together with any amounts required to be paid in connection therewith pursuant to Section 10.4.

(c) If the obligation of any Lender to make or maintain LIBOR Rate Loans has been terminated, the Borrower may elect, by giving notice to such Lender through the Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans.

(d) Before giving any notice to the Agent pursuant to this Section 10.2, the affected Lender shall designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

10.3 Increased Costs and Reduction of Return.

(a) If any Lender shall determine that, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.

(b) If any Lender shall have determined that:

(i) the introduction of any Capital Adequacy Regulation;

(ii) any change in any Capital Adequacy Regulation;

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(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or

(iv) compliance by such Lender (or its Lending Office) or any corporation controlling the Lender, with any Capital Adequacy Regulation;

affects the amount of capital required or expected to be maintained by such Lender or any entity controlling such Lender and (taking into consideration such Lender’s or such entity’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender (with a copy to the Agent), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender (or the entity controlling such Lender) for such increase; provided , the Borrower shall not be required to compensate a Lender pursuant to this subsection for any such increase incurred more than one (1) year prior to the date that such Lender notifies the Borrower of the Capital Adequacy Regulation (whether or not having the force of law) giving rise to such increase and of such Lender’s intention to claim payment therefor; provided , further , if such Capital Adequacy Regulation or interpretation or administration thereof giving rise to such increase is retroactive, then the one (1) year period referred to above shall be extended to include the period of retroactive effect thereof. Each Lender agrees that if the Borrower is required to pay additional amounts to such Lender or the Agent pursuant to this subsection 10.3(b), it will, if requested by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another Lending Office so as to eliminate any such additional payment by the Borrower which may thereafter accrue if such designation would not require such Lender to disclose any information such Lender deems confidential and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

10.4 Funding Losses. The Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense (excluding lost profits) which such Lender may sustain or incur as a consequence of:

(a) the failure of the Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof);

(b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Continuation/Conversion;

(c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7;

(d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or

(e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period;

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including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained. Solely for purposes of calculating amounts payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

10.5 Inability to Determine Rates. If the Agent shall have determined in good faith that for any reason adequate and reasonable means do not exist for ascertaining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Rate Loan or that the LIBOR applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by it. If the Borrower does not revoke such notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans.

10.6 Reserves on LIBOR Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent demonstrable error), payable on each date on which interest is payable on such Loan provided the Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to the Agent) of such additional interest from the Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be payable fifteen (15) days from receipt of such notice.

10.7 Certificates of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article X shall deliver to the Borrower (with a copy to the Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Borrower in the absence of manifest error.

10.8 Survival. The agreements and obligations of the Borrower in this Article X shall survive the payment of all other Obligations.

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ARTICLE XI - DEFINITIONS

11.1 Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms:

“Acquisition Co.”	Recitals
“Affected Lender”	9.22
“Aggregate Accrual”	5.11(g)
“Assignee”	9.8(a)
“Assignee Lender”	1.1(e)
“Assigning Lender”	1.1(e)
“Assignment and Acceptance”	9.8(a)(ii)
“Borrower”	Preamble
“Borrowing Base”	1.1(b)
“Commitment Fee”	1.9(b)
“Confidential Information”	9.9
“Documentation Agent”	Preamble
“EBITDA”	Exhibit 4.2(b)
“Event of Default”	7.1
“Excluded Taxes”	10.1 (a)
“Excess Cash Flow”	Exhibit 1.8(d)
“Exemption Certificate”	10.1(f)
“Existing Letters of Credit”	1.1(c)
“Existing Term Loans”	1.1(a)
“Fee Letter”	1.9(a)
“Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
“Indemnified Person”	9.5
“Indemnified Liabilities”	9.5
“Interest Coverage Ratio”	Exhibit 4.2(b)
“Lender” and “Lenders”	Preamble
“Lender Letter of Credit”	1.1(c)
“Letter of Credit Participation Agreement”	1.1(c)
“Letter of Credit Participation Fee”	1.9(c)
“Leverage Ratio”	Exhibit 4.2(b)
“Maximum Accrual”	5.11(g)
“Maximum Revolving Loan Balance”	1.1(b)
“Non-Excluded Taxes”	10.1 (a)
“Non-U.S. Lender”	10.1(f)
“Notice of Swing Line Borrowing”	1.5(d)
“Original Credit Agreement”	Recitals
“Originating Lender”	9.8
“Other Taxes”	10.1(b)
“Participant”	9.8(d)
“Permitted Liens”	5.1
“Refunded Swing Line Loans”	1.8(g)
“Restricted Payments”	5.11
“Replacement Lender”	9.22
“Revolving Loan Commitment”	1.1(b)
“Revolving Loan”	1.1(b)
“Seller Paper”	5.5
“Senior Leverage Ratio”	Exhibit 4.2(b)
“Swing Line Commitment”	1.1(d)
“Swing Line Loan”	1.1(d)
“Syndication Agent”	Preamble
“Term Loan”	1.1(a)
“Term Loan Commitment”	1.1(a)
“U.S. Lender”	10.1(f)

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In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Account” means, as at any date of determination, all “accounts” (as such term is defined in the UCC) of the Borrower and its Subsidiaries, including, without limitation, the unpaid portion of the obligation of a customer of the Borrower or any of its Subsidiaries in respect of Inventory purchased by and shipped to such customer and/or the rendition of services by the Borrower or such Subsidiary, as stated on the respective invoice of the Borrower or such Subsidiary, net of any credits, rebates or offsets owed to such customer.

“Account Debtor” means the customer of the Borrower or any of its Subsidiaries who is obligated on or under an Account.

“Acquired Entity” has the meaning ascribed to such term in the definition of “Permitted Acquisitions.”

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests or equity of any Person or otherwise causing any Person to become a Subsidiary of the Borrower, or (c) a merger or consolidation or any other combination with another Person.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of ten percent (10%) or more of the equity of a Person shall for the purposes of this Agreement, be deemed to control the other Person. Notwithstanding the foregoing, neither the Agent nor any Lender shall be deemed an “Affiliate” of Holdings, the Borrower or of any Subsidiary of the Borrower.

“Agent” means Antares in its capacity as the administrative agent for the Lenders hereunder, and any successor agent.

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“Agent-Related Persons” means Antares and any successor agent arising under Section 8.9, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of $20,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

“Aggregate Term Loan Commitment” means the combined Term Loan Commitments of the Lenders, which shall initially be in the amount of $70,000,000, as such amount may be reduced from time to time pursuant to this Agreement.

“Antares” means Antares Capital Corporation, a Delaware corporation.

“Applicable Margin” means

(a) for the period commencing on the Restatement Effective Date through the fifth (5th) Business Day following the date of delivery of the monthly financial statements and the Compliance certificate for June 2006,

(i) with respect to Base Rate Loans, two and one-half percent (2.50%) per annum, and

(ii) with respect to LIBOR Rate Loans, three and three-quarters percent (3.75%) per annum; and

(b) thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Leverage Ratio then in effect pursuant to the appropriate column under the table below:

Leverage Ratio	LIBOR Margin		Base Rate Margin
greater than 4.50 to 1.0	4.00	%	2.75	%
greater than 4.00 to 1.0, but less than or equal to 4.50 to 1.0	3.75	%	2.50	%
greater than 3.50 to 1.0, but less than or equal to 4.00 to 1.0	3.50	%	2.25	%
less than or equal to 3.50 to 1.0	3.00	%	1.75	%

The Applicable Margin shall be adjusted from time to time upon delivery to the Agent of the monthly financial statements for the last month of each fiscal quarter and the Compliance

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Certificate required to be delivered pursuant to Section 4.1 hereof, in each case accompanied by a written calculation of the Leverage Ratio certified on behalf of the Borrower by a Responsible Officer as of the end of the fiscal month for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the fifth (5 ^th ) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided , however , that if the Borrower shall fail to deliver any such financial statements and Compliance Certificate for any such fiscal month by the date required pursuant to Section 4.1, then, at the Agent’s election, effective as of the date such financial statements and Compliance Certificate were to have been delivered, and continuing through the fifth (5 ^th ) Business Day following the date (if ever) when such financial statements, Compliance Certificate and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel and all disbursements of internal counsel.

“Availability” means as of any date of determination, the amount by which (a) the Maximum Revolving Loan Balance, exceeds (b) the aggregate outstanding principal balance of Revolving Loans.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq. ), as amended and in effect from time to time and the regulations issued from time to time thereunder.

“Base Rate” means, for any day, a rate of interest equal to the greater of (a) the rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as the Agent may select) and (b) the sum of the Federal Funds Rate plus one half of one percent (0.5%). Any change in the Base Rate due to a change in the “Prime Rate” or the Federal Funds Rate shall be effective on the effective date of such change in the “Prime Rate” or the Federal Funds Rate.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower Pledge Agreement” means that certain Pledge Agreement, dated as of the Original Closing Date made by the Borrower in favor of the Agent, for the benefit of Agent and the Lenders, pursuant to which, among other things, the Borrower pledged one hundred percent (100%) of the issued and outstanding capital stock of Panther Sub, as reaffirmed on the Restatement Effective Date pursuant to the Master Reaffirmation.

“Borrowing” means a borrowing hereunder consisting of Loans made to the Borrower on the same day by the Lenders pursuant to Article I.

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“Borrowing Base Certificate” means a certificate of the Borrower, in substantially the form of Exhibit 11.1 (a) hereto, duly completed as of a date acceptable to the Agent in its sole discretion.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois or New York, New York are authorized or required by law to close and , if the applicable Business Day relates to any LIBOR Rate Loan, a day on which dealings are carried on in the London interbank market.

“Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Lender or of any corporation controlling a Lender.

“Capital Lease” means any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

“Capital Lease Obligations” means all monetary obligations of the Borrower or any of its Subsidiaries under any Capital Leases.

“Cash Equivalents” means: (a) securities issued or fully guaranteed or insured by the United States Government or any agency thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit, time deposits, repurchase agreements, reverse repurchase agreements, or bankers’ acceptances, having in each case a tenor of not more than six (6) months, issued by any Lender, or by any U.S. commercial bank or any branch or agency of a non-U.S. bank licensed to conduct business in the U.S. having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard & Poor’s Corporation or P-1 by Moody’s Investors Service Inc. and in either case having a tenor of not more than nine (9) months and (d) money market mutual funds provided that substantially all of the assets of such fund are comprised of securities of the type described in clauses (a) through (c).

“Code” means the Internal Revenue Code of 1986, and regulations promulgated thereunder.

“Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by the Borrower, Holdings or any other Person as debtor and their respective Subsidiaries and any other Person who has granted a Lien to Agent, in or upon which a Lien now or hereafter exists in favor of any Lender or the Agent for the benefit of the Agent and Lenders, whether under this Agreement or under any other documents executed by any such Persons and delivered to the Agent.

“Collateral Documents” means, collectively, the Security Agreements, the Master Reaffirmation, the Mortgages, the Guaranty, the Pledge Agreements and all other security agreements, pledge agreements, patent and trademark assignments, lease assignments, guarantees and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of Holdings, the Borrower, its Subsidiaries or any other Person pledging or granting a lien on Collateral or guaranteeing the

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payment and performance of the Obligations, and any Lender or the Agent for the benefit of the Agent and Lenders now or hereafter delivered to the Lenders or the Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against Holdings, the Borrower, its Subsidiaries or any other Person as debtor in favor of any Lender or the Agent for the benefit of Agent and the Lenders, as secured party.

“Commitment” means, for each Lender, the sum of its Revolving Loan Commitment and Term Loan Commitment.

“Commitment Percentage” means, as to any Lender, the percentage equivalent of such Lender’s Revolving Loan Commitment or Term Loan Commitment divided by the Aggregate Revolving Loan Commitment or Aggregate Term Loan Commitment, as applicable.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (i) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (iii) under any Rate Contracts; (iv) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (v) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed or supported.

“Contractual Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

“Controlled Group” means the Borrower and all Persons (whether or not incorporated) under common control or treated as a single employer with the Borrower pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Controlled Investment Affiliates” means, with respect to Sponsor, any fund or investment vehicle that (i) is organized by Sponsor for the purpose of making equity investments in one or more companies and is controlled by Sponsor or (ii) has the same principal fund advisor as the Sponsor. For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

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“Conversion Date” means any date on which the Borrower converts a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan.

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

“Disposition” means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under subsection 5.2(a), and (b) the sale or transfer by the Borrower or any Subsidiary of the Borrower of any equity securities issued by any Subsidiary of the Borrower and held by such transferor Person.

“Dollars”, “dollars” and “$” each mean lawful money of the United States of America.

“Domestic Subsidiary” means a Subsidiary incorporated, organized or otherwise formed under the laws of any state of the United States of America or the District of Columbia.

“ECF Percentage” means (a) if the Leverage Ratio, determined as of the last day of a fiscal year, is equal to or greater than 3.0 to 1.0, seventy five percent (75%) or (b) if such Leverage Ratio, as so determined, is less than 3.0 to 1.0, fifty percent (50%).

“Eligible Assignee” means any of: (a) a commercial bank organized under the laws of the United States, or any state thereof; (b) a commercial bank organized under the laws of any other country; (c) a finance company, insurance company or other financial institution or fund which is engaged in making, purchasing or otherwise investing in commercial loans for its own account in the ordinary course of its business; and (d) a Related Fund. In connection with an assignment of the Swing Line Commitment and all Swing Line Loans made thereunder, an “Eligible Assignee” shall be further required to be an existing Lender at such time of assignment or an Affiliate or Related Fund of an existing Lender at such time of assignment, or such assignee shall be simultaneously purchasing all or any portion of the Swing Line Lender’s Revolving Loan Commitment.

“Employment Agreements” means those certain Employment Agreements dated as of the Original Closing Date by and between the Borrower and each of John Sliter and Daniel K. Sokolowski, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for injury to the environment or threat to public health, personal injury (including sickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages (punitive or otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal penalties, injunctive relief, or other type of relief, resulting from or based upon the presence, placement, discharge, emission or release (including intentional and unintentional, negligent and non-negligent, sudden or non-sudden, accidental or non-accidental, placement, spills, leaks, discharges, emissions or releases) of any Hazardous Material at, in, or from Property, whether or not owned by the Borrower.

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“Environmental Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters; including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know Act.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or 414(c) or 414(m) or 414(o) of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Qualified Plan or a Multiemployer Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Qualified Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure by the Borrower or any member of the Controlled Group to make required contributions to a Qualified Plan or Multiemployer Plan; (f) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Qualified Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (h) an application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Plan; (i) a non-exempt prohibited transaction occurs with respect to any Plan for which the Borrower or any Subsidiary of the Borrower may be directly or indirectly liable; or (j) a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401 (a) of the Code by any fiduciary or disqualified person with respect to any Plan for which the Borrower or any member of the Controlled Group may be directly or indirectly liable.

“Event of Loss” means, with respect to any Property, any of the following: (a) any casualty loss, destruction or damage of such Property; (b) any pending or threatened institution of any proceedings for the condemnation or seizure of such Property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers on

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such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Agent on such day on such transactions as determined by the Agent in a commercially reasonable manner.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Foreign Subsidiary” means a Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Guaranty” means, collectively, (i) that certain Guaranty, dated as of the Original Closing Date made by Holdings, Panther Sub and any other Person who becomes a party to such agreement by execution of a joinder thereto in favor of the Agent, for the benefit of the Agent and Lenders, as reaffirmed on the Restatement Effective Date pursuant to the Master Reaffirmation, and (ii) any other guaranty made by any Subsidiary of Holdings or the Borrower, or any other Person, in favor of the Agent, on behalf of the Lenders in respect of the Obligations.

“Hazardous Materials” means all those substances which are regulated by, or which may form the basis of liability under, any Environmental Law.

“Holdings” means PTHR Holdings, Inc., a Delaware corporation.

“Holdings Pledge Agreement” means that certain Pledge Agreement, dated as of the Original Closing Date made by Holdings in favor of the Agent, for the benefit of Agent and the Lenders, pursuant to which Holdings pledged one hundred percent (100%) of the issued and outstanding capital stock of the Borrower, as reaffirmed on the Restatement Effective Date pursuant to the Master Reaffirmation.

“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such

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Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing products; (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (i) all Contingent Obligations described in clause (i) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (h) above.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.

“Interest Payment Date” means, (a) with respect to any LIBOR Rate Loan (other than a LIBOR Rate Loan having an Interest Period of six (6) months) the last day of each Interest Period applicable to such Loan, (b) with respect to any LIBOR Rate Loan having an Interest Period of six (6) months, the last day of each three (3) month interval and, without duplication, the last day of such Interest Period, and (c) with respect to Base Rate Loans, the first day of each calendar month.

“Interest Period” means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Loan is disbursed or continued or on the Conversion Date on which such Base Rate Loan is converted to the LIBOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation; provided that:

(a) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

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(c) no Interest Period for any Term Loan shall extend beyond the last scheduled payment date therefor and no Interest Period for any Revolving Loan shall extend beyond the Revolving Termination Date; and

(d) no Interest Period applicable to a Term Loan or portion thereof shall extend beyond any date upon which is due any scheduled principal payment in respect of the Term Loan unless the aggregate principal amount of the Term Loan represented by Base Rate Loans or by LIBOR Rate Loans having Interest Periods that will expire on or before such date is equal to or in excess of the amount of such principal payment.

“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the Borrower and its Subsidiaries, including, but not limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the containers, packing, packaging, shipping and similar materials related thereto, and including such inventory as is temporarily out of the Borrower’s or such Subsidiaries’ custody or possession, including inventory on the premises of others and items in transit.

“Joint Venture” means any partnership, association, company, community of interest, or joint venture entered into by the Borrower or one of its Subsidiaries with an unrelated, non-Affiliated third party on an arm’s length basis to engage in the joint undertaking of a business, which such business shall be in the same line of business as the Borrower or any of its Subsidiaries, or any business reasonably related thereto.

“Lending Office” means, with respect to any Lender, the office or offices of such Lender specified as its “Lending Office” opposite its name on the applicable signature page hereto, or such other office or offices of such Lender as it may from time to time notify the Borrower and the Agent.

“Letter of Credit Participation Liability” means, as to each Lender Letter of Credit and each Letter of Credit Participation Agreement, all reimbursement obligations and all other liabilities of Borrower or any of its Subsidiaries to Agent and the Lenders in connection with the Lender Letter of Credit or to the obligee with respect to the transaction for which the Letter of Credit Participation Agreement was issued, whether contingent or otherwise, including with respect to any letter of credit: (a) the amount available to be drawn or which may become available to be drawn; (b) without duplication, all amounts which have been paid or made available by the issuing bank or by the Agent (or Affiliate of the Agent) under such Lender Letters of Credit or Letter of Credit Participation Agreement, in each instance, to the extent not reimbursed; and (c) all unpaid interest, fees and expenses.

“LIBOR” means, for each Interest Period, the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Telerate Page 3750 as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Agent (rounded upwards, if necessary, to the nearest 1/100 ^th of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financial institutions

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reasonably satisfactory to the Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination.

“LIBOR Rate Loan” means a Loan that bears interest based on LIBOR.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the UCC or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under a lease which is not a Capital Lease.

“Loan” means an extension of credit by a Lender to the Borrower pursuant to Article I hereof, and may be a Base Rate Loan or a LIBOR Rate Loan.

“Loan Documents” means this Agreement, the Notes, the Subordination Agreement, the Fee Letter, the Collateral Documents and all documents delivered to the Agent and/or any Lender in connection with any of the foregoing.

“Management Agreement” means that certain Management Advisory Agreement dated as of the Original Closing Date by and among Holdings, Borrower and Fenway Partners, Inc.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“Master Reaffirmation” means that certain Master Reaffirmation Agreement dated as of the date hereof by and among Holdings, the Borrower and each Subsidiary of the Borrower in favor of the Agent, for the benefit of the Agent and the Lenders.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of Holdings, the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of Holdings, the Borrower, any of its Subsidiaries, or any other Person (other than the Agent or Lenders) to perform in any material respect its obligations under any Loan Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of any Loan Document, or (ii) the perfection or priority of any Lien granted to the Lenders or to the Agent for the benefit of the Lenders under any of the Collateral Documents.

“Material Contracts” means any contract or other agreement (other than the Loan Documents and the Subordinated Indebtedness Documents), to which any of Holdings, Borrower or its Subsidiaries is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.

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“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other document creating a Lien on real Property or any interest in real Property.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and to which Borrower or any member of the Controlled Group may have any liability.

“Net Issuance Proceeds” means, in respect of any issuance of debt or equity, cash proceeds and non-cash proceeds received or receivable in connection therewith, net of underwriting discounts and actual, reasonable, out-of-pocket costs and expenses (including reasonable attorneys fees) paid or incurred in connection therewith.

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making a Disposition and insurance proceeds received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) transaction costs relating to such Disposition (including reasonable attorneys fees) excluding amounts payable to the Borrower, (ii) sale, use or other transaction taxes paid or payable as a result thereof, (iii) income taxes paid or payable as a result thereof, (iv) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition, and (v) reasonable amounts required to repair or prepare any Property that is the subject of such Disposition for sale, and (b) in the event of an Event of Loss (i) all money actually applied to repair or reconstruct the damaged Property or Property affected by the condemnation or taking, (ii) all of the costs and expenses (including reasonable attorneys fees) reasonably incurred in connection with the collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments.

“Note” means any Revolving Note or Term Note and “Notes” means all such Notes.

“Notice of Borrowing” means a notice given by the Borrower to the Agent pursuant to Section 1.5, in substantially the form of Exhibit 11.1(b) hereto.

“Notice of Continuation/Conversion” means a notice given by the Borrower to the Agent pursuant to Section 1.6, in substantially the form of Exhibit 11.1(c) hereto.

“Obligations” means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to any Lender, the Agent, or any other Person required to be indemnified, that arises under any Loan Document or any Rate Contract between the Borrower and a Lender (or an Affiliate of a Lender) required hereunder, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.

“Ordinary Course of Business” means, in respect of any transaction involving Holdings, the Borrower or any Subsidiary of the Borrower, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person

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in good faith and not for purposes of evading any covenant or restriction in any Loan Document or Subordinated Indebtedness Document.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership or (c) for any limited liability company, the operating agreement and articles or certificate of formation.

“Original Closing Date” means June 10, 2005.

“Panther” means Panther II Transportation, Inc., an Ohio corporation and predecessor of the Borrower.

“Panther Purchase Agreement” means that certain Contribution and Share Purchase Agreement dated as of May 22, 2005 by and among Holdings, Panther and the Shareholders, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Panther Sub” means Panther II, Inc., an Ohio corporation f/k/a Sokolowski, Inc.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any of its principal functions under ERISA.

“Permitted Acquisition” means any Acquisition by (i) the Borrower or any Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary of substantially all of the assets of a Person, which assets are located in the United States or (ii) the Borrower or any Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary of one hundred percent (100%) of the equity interests of a Person incorporated under the laws of any State in the United States or the District of Columbia (such assets, in the case of an asset acquisition, or entity, in the case of an acquisition of equity securities, are referred to herein as the “Acquired Entity”), to the extent that each of the following conditions shall have been satisfied:

(a) to the extent the Acquisition will be financed in whole or in part with the proceeds of any Loan, the conditions set forth in Section 2.2 shall have been satisfied;

(b) the Borrower shall have furnished to the Agent and Lenders at least ten (10) Business Days prior to the consummation of such Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of the Agent, such other information and documents that the Agent may request, including, without limitation, executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or

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other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, (ii) pro forma financial statements of Borrower and its Subsidiaries after giving effect to the consummation of such Acquisition, (iii) a certificate of a Responsible Officer of the Borrower demonstrating on a pro forma basis compliance with the covenants set forth in Section 6.2 hereof after giving effect to the consummation of such Acquisition (and the incurrence of any Indebtedness (including, without limitation, any Subordinated Indebtedness) in connection therewith) and (iv) copies of such other agreements, instruments and other documents (including, without limitation, the Loan Documents required by Section 4.12) as the Agent reasonably shall request;

(c) the Borrower and its Subsidiaries (including any new Subsidiary, which new Subsidiary shall be a Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary or any other Wholly-Owned Subsidiary of a Borrower that is a Domestic Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 4.12 and the Agent shall have received, for the benefit of the Agent and Lenders, a collateral assignment of the seller’s representations, warranties and indemnities to the Borrower or any of its Subsidiaries under the acquisition documents;

(d) such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Acquired Entity;

(e) no Default or Event of Default shall then exist or would exist after giving effect thereto;

(f) after giving effect to such Acquisition, Availability shall be not less than $3,000,000;

(g) no more than $1,000,000 in the aggregate principal amount of Revolving Loans may be used during any calendar year and no more than $3,000,000 in the aggregate principal amount of Revolving Loans may be used during the term of this Agreement to consummate all such Acquisitions;

(h) the total consideration paid or payable (including, without limitation, any Seller Paper) for (i) any individual Acquisition shall not exceed $1,000,000 and (ii) all Acquisitions consummated during the term of this Agreement shall not exceed $3,000,000 in the aggregate for all such Acquisitions, less the amount of any Investments made under subsection 5.4(e);

(i) the Acquired Entity has EBITDA, the calculation and determination of which shall be reasonably acceptable to the Agent, and which EBITDA shall be subject to proforma adjustments acceptable to the Agent, for the most recent four (4) quarters prior to the acquisition date for which financial statements are available, greater than zero; and

(j) such Acquisition is permitted, and solely to the extent permitted, under the Subordinated Indebtedness Documents.

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“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower or any member of the Controlled Group sponsors or maintains or to which the Borrower or any member of the Controlled Group is reasonably expected to have liability (whether contingent or otherwise).

“Pledge Agreements” means (i) the Holdings Pledge Agreement, (ii) the Borrower Pledge Agreement and (iii) any other pledge agreement entered into by any Subsidiary of Holdings or the Borrower, the Borrower, or any other Person, and the Agent, on behalf of the Lenders in respect of the Obligations.

“Pledged Collateral” has the meaning specified in the Pledge Agreements and shall include any other Collateral required to be delivered to Agent pursuant to the terms of any Collateral Document.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Qualified Plan” means a pension plan (as defined in Section 3(2) of ERISA) intended to be tax-qualified under Section 401 (a) of the Code and which any member of the Controlled Group sponsors, maintains, or to which it makes, is making or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding period covering at least five (5) plan years, but excluding any Multiemployer Plan.

“Rate Contracts” means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates.

“Related Agreements” means the Management Agreement, the Subordinated Indebtedness Documents, the Panther Purchase Agreement, the Employment Agreements, the Sponsor Guaranty, the Repurchase Agreement and the Services Agreement.

“Related Fund” means (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of its business and is advised or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial institution which temporarily warehouses loans for any Lender or any Person described in clause (a) above.

“Related Transactions” means the transactions contemplated by the Related Agreements and includes, without limitation, the funding of the Subordinated Indebtedness evidenced by the Subordinated Indebtedness Documents and the consummation of the Restatement Effective Date Transactions.

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“Reportable Event” means, as to any Plan, (a) any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the thirty (30) day notice requirement under ERISA has been waived in regulations issued by the PBGC, (b) a withdrawal from a Plan described in Section 4063 of ERISA, or (c) a cessation of operations described in Section 4062(e) of ERISA.

“Required Lenders” means at any time (a) Lenders then having greater than fifty percent (50%) of the sum of the Aggregate Revolving Loan Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding, or (b) if the Revolving Loan Commitments have been terminated, Lenders then having greater than fifty percent (50%) of the sum of the aggregate unpaid principal amount of Loans then outstanding plus outstanding Letter of Credit Participation Liability.

“Required Revolving Lenders” means at any time (a) Lenders then having greater than fifty percent (50%) of the Aggregate Revolving Loan Commitment then in effect or (b) if the Revolving Loan Commitments have been terminated, Lenders then having greater than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Revolving Loan then outstanding plus outstanding Letter of Credit Participation Liability.

“Requirement of Law” means, as to any Person, any law (statutory or common), ordinance, treaty, rule, regulation, order, policy, other legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer” means the chief executive officer, the president or any vice president of the Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer, the treasurer or the controller of the Borrower, or any other officer having substantially the same authority and responsibility.

“Restatement Effective Date” means the date on which all conditions precedent set forth in Section 2.1 are satisfied or waived by the Agent and all Lenders.

“Restatement Effective Date Transactions” means a dividend made by the Borrower to Holdings on the Restatement Effective Date in an aggregate amount equal to $47,179,385.43, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the repurchase of an aggregate of 44,015.64 shares of its Preferred Stock, par value $0.01 per share, on the Restatement Effective Date from the Sponsor and certain other holders pursuant to that certain Repurchase Agreement dated as of the date hereof by and among Holdings, the Sponsor and such other holders (the “Repurchase Agreement”).

“Revolving Note” means an amended and restated promissory note of the Borrower payable to the order of a Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Borrower under the Revolving Loan Commitment of such Lender.

“Revolving Termination Date” means the earlier to occur of: (a) December 31, 2011; and (b) the date on which the Aggregate Revolving Loan Commitment shall terminate in accordance with the provisions of this Agreement.

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“Security Agreements” means, collectively, (i) that certain Security Agreement dated as of the Original Closing Date made by Holdings, the Borrower, Panther Sub and any other Person who becomes a party to such agreement following the date hereof by execution of a joinder thereto, in favor of the Agent for the benefit of the Lenders, as reaffirmed on the Restatement Effective Date pursuant to the Master Reaffirmation, and (ii) any other security agreement entered into by any Subsidiary of Holdings or the Borrower, the Borrower, or any other Person, and the Agent, on behalf of the Lenders, in respect of the Obligations.

“Services Agreement” means that certain Services Agreement dated as of the Original Closing Date by and between the Borrower and Fusion Software, Inc., as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Shareholders” means each of Ellen A. Amato, as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98.

“Solvent” means, as to any Person at any time, that (a) the fair value of the Property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32)(A) of the Bankruptcy Code and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its Property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Sponsor” means Fenway Partners Capital Fund II, L.P.

“Sponsor Guaranty” means that certain Limited Guaranty dated as of May 22, 2005 by the Sponsor in favor of the Shareholders, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Subordinated Indebtedness” means the Indebtedness of Borrower or any of its Subsidiaries which is subordinated in right of payment to the Obligations and shall include, without limitation, the Indebtedness evidenced by the Subordinated Indebtedness Documents.

“Subordinated Indebtedness Documents” means the Subordinated Loan Agreement, the Subordinated Notes, any guaranties of the Indebtedness under the Subordinated Loan Agreement and all other agreements, documents and instruments executed and delivered in connection therewith.

“Subordinated Lenders” means, York Street Mezzanine Partners, L.P., a Delaware limited partnership, CUNA Mutual Insurance Society, CUMIS Insurance Society Inc., Members

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Life Insurance Company, CUNA Mutual Life Insurance Company, their successors and assigns and each other holder of Subordinated Notes from time to time.

“Subordinated Loan Agreement” means the Note Purchase Agreement dated as of the Restatement Effective Date among the Borrower and the Subordinated Lenders, as the same may be amended, supplemented, restated or otherwise modified from time to time as permitted by the Subordination Agreement and this Agreement.

“Subordinated Notes” means the 14% Senior Subordinated Notes dated as of the Restatement Effective Date, issued by the Borrower to the Subordinated Lenders in the original aggregate principal amount of $25,100,000, as the same may be amended, supplemented, restated or otherwise modified from time to time as permitted by the Subordination Agreement and this Agreement, including any notes issued in exchange or substitution thereafter.

“Subordination Agreement” means that certain Subordination Agreement of even date herewith among Holdings, Borrower, Agent and Subordinated Lenders, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Subsidiary” of a Person means any corporation, association, limited liability company, partnership, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof.

“Swing Line Lender” means the Lender holding the Swing Line Commitment, including its successors and assigns in such capacity.

“Swing Line Note” means a promissory note of the Borrower payable to the order of the Swing Line Lender, in substantially the form of Exhibit 11.1(f) hereto, evidencing the Indebtedness of the Borrower to the Swing Line Lender under the Swing Line Commitment.

“Swing Line Participation Liability” means, without duplication, all funding and participation obligations of the Lenders with Revolving Loan Commitments owing to Swing Line Lender pursuant to subsection 1.8(g) of this Agreement (including, without duplication, outstanding amounts funded to Swing Line Lender in respect of participation obligations under subsection 1.8(g) of this Agreement) in connection with the principal balance of Swing Line Loans, in each case to the extent not funded with proceeds of a Revolving Loan.

“Term Note” means an amended and restated promissory note of the Borrower payable to the order of a Lender, in substantially the form of Exhibit 11.1(e) hereto, evidencing the Indebtedness of the Borrower to such Lender resulting from the Term Loan made to the Borrower by such Lender.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois.

97

“Unfunded Pension Liabilities” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used by the Plan’s actuaries for funding the Plan pursuant to section 412 for the applicable plan year.

“United States” and “U.S.” each means the United States of America.

“Wholly-Owned Subsidiary” means any Subsidiary in which (other than directors’ qualifying shares required by law) one hundred percent (100%) of the equity securities, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by one or more of the other Wholly-Owned Subsidiaries, or both.

“Withdrawal Liabilities” means, as of any determination date, the aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA if the Controlled Group made a complete withdrawal from all Multiemployer Plans and any increase in contributions pursuant to Section 4243 of ERISA.

11.2 Other Interpretive Provisions.

(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.

(b) The Agreement. The words “hereof, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection, section, schedule and exhibit references are to this Agreement unless otherwise specified. All references herein to schedules shall mean such schedules as updated from time to time by written notice from the Borrower to the Agent.

(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without limitation.”

(d) Performance; Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(e) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall

98

be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

(f) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

11.3 Accounting Principles.

(a) Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied.

(b) References herein to “fiscal year”, “fiscal quarter” and “fiscal month” refer to such fiscal periods of the Borrower.

(c) If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, the Agent and the Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; and, provided further, until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this subsection 11.3(c), the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with GAAP as in effect immediately prior to such change in GAAP.

[Balance of page intentionally left blank; signature page follows.]

99

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

PANTHER II TRANSPORTATION, INC. an Ohio corporation
By:	/s/ John J. Sliter
Name:	John J. Sliter
Title:

Borrower’s FEIN:

Address for notices:

c/o Fenway Partners, Inc.

152 W. 57th Street

New York, New York 10029

Attn: Timothy P. Mayhew and Joseph Domonkos

Facsimile: (212) 581-1205

Address for Wire Transfers:

M&I Bank

Milwaukee,Wisconsin

ABA # xxxxxxxxx

Acct. # xxxxxxxxxx

Reference – Panther II Transportation, Inc.

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

ANTARES CAPITAL CORPORATION, as Agent, as the Swing Line Lender and as a Lender
By:	/s/ Michael P. King
Name:	Michael P. King
Title:	Director
Address for notices:
311 South Wacker Drive, Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999
Address for payments: Antares Capital Corporation Account # xxxx-xxxx Citibank N.A., NY ABA # xxxxxxxxx Reference: Panther Please advise Jim Luchansky at (312) 697-3991 upon receipt

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President
Address for notices:
M&I Marshall & Ilsley Bank 770N. Water Street Milwaukee, WI 53202-2035 Attn: Stephen E. Kalmer Facsimile: (414) 765-7670
Address for payments:
M&I Marshall & Ilsley Bank Milwaukee, WI ABA #: xxxxxxxxx Account #: xxxxxxxx Beneficiary: Panther II Transportation, Inc.

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Anna C. Faford
Name:	Anna C. Faford
Title:	Corporate Banking Officer
Address for notices:
Credit:
LaSalle Bank National Association 135 South LaSalle Street Suite 842 Chicago, Illinois 60603 Attn: David J. Thomas Facsimile: (312) 904-2903
Admin./Operations
LaSalle Bank National Association 135 South LaSalle Street Suite 1425 Chicago, Illinois 60603 Attn: Angela Larkin Facsimile: (312) 904-6373
Address for payments:
Bank: LaSalle National Bank ABA Number: xxxxxxxxx Account Number: xxxxxxx-xxxx Account Name: Commercial Loan Wires Ref: Panther II Transportation Inc. Further credit to: Parti. - Bought

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

ORIX FINANCE CORP., as a Lender
By:	/s/ Kenneth Moore
Name:	Kenneth Moore
Title:	Managing Director
Address for notices:
ORIX Finance Corp. 1717 Main Street, Suite 900 Dallas, TX 75201 Attention: Stephen Bassett
Address for payments:
Mellon Bank, N.A. Pittsburgh, PA ABA Acct.# : xxxxxxxxx Name on Acct.: ORIX Financial Services, Inc. Further Credit to: Panther II Transportation, Inc. Acct. Name./No.: xxx-xxxx

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

NAVIGATOR CDO 2005, LTD., as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:	/s/ David Schmuck
Name:	David Schmuck
Title:	Treasurer
Address for notices:
LaSalle Bank N.A., as custodian 135 South LaSalle Street, Suite 1625 Chicago, IL 60603 Attention: CDO Trust Services – Joe Iannone Fax: 312.873.3830
Address for payments:
Bank: LaSalle Bank N.A. ABA# : xxxxxxxxx Account # : xxxxxxx Account Name: Navigator Collection Account Reference: Loan Name / Description Principal or Interest Attention: Joe Iannone / Navigator CDO 2005, Ltd.

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

NAVIGATOR CDO 2003, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:	/s/ David Schmuck
Name:	David Schmuck
Title:	Treasurer
Address for notices:
LaSalle Bank N.A., as custodian 135 South LaSalle Street, Suite 1625 Chicago, IL 60603 Attention: CDO Trust Services – Matt Massier Fax: 312.261.5290
Address for payments:
Bank: LaSalle Bank N.A. ABA# : xxxxxxxxx Account # : xxxxxxxxx Account Name: Navigator Collection Account Reference: Loan Name / Description Principal or Interest Attention: Matthew Massier / Navigator

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

MARINER CDO 2002, LTD., as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:	/s/ David Schmuck
Name:	David Schmuck
Title:	Treasurer
Address for notices:
Mariner CDO 2002, Ltd. c/o LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, IL 60603 Attention: CDO Trust Services – Mariner 2002-1 Attention: Matt Messier Fax: 312.261.5290
Address for payments:
Bank: LaSalle Bank N.A. ABA# : xxxxxxxxx Account # : xxxxxxxxx Account Name: Mariner Collection Account Reference: Loan Name/ Description Principal or Interest Attention: Matthew Massier / Mariner CDO 2002 Ltd.

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

ANTARES FUNDING, L.P., as a Lender
By:	JP Morgan Chase Bank, N A., As Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
By:	/s/ Leslie Hundley
Name:	Leslie Hundley
Title:	AVP
Address for notices:
Leslie Hundley JPMorgan Chase 600 Travis Street, 48th Floor Houston, TX 77002 Fax: 713.437.8104
Address for payments:
Bank: JPMorgan Chase Bank City: Houston, TX 77002 ABA# : xxx-xxx-xxx Account# : xxxxxxxxx Account Name: Wire Clearing – ABS #2 For Further Credit: Antares Funding LP /10200760 Attention: Leslie Hundley/ Antares Funding Reference: Panther II Transportation, Inc.

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

BABSON CLO LTD. 2005-II, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
Address for notices:
Robert Lozano JPMorgan 600 Travis Street, 51st Floor Houston, TX 77002 Fax: (281) 582-7927
Address for payments:
Bank: JPMorgan Chase Bank City: Houston, TX ABA# : xxxxxxxxx Account: xxxxxxxxx Attention: Curtis Holden Account Name: Babson CLO Ltd. 2005-II Reference: Asset Backed Structured #2 – PANTHER II TRANSPORTATION

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

BABSON CLO LTD. 2005-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
Address for notices:
Curtis Holden JPMorgan 600 Travis Street, 51st Floor Houston, TX 77002 Fax: (713) 229-4998
Address for payments:
Bank: JPMorgan Chase Bank City: Houston, TX ABA# : xxxxxxxxx Account: xxxxxxxxx Attention: Curtis Holden Account Name: BNF Asset Backed Structured #2, JPMorgan: Chasetower, Houston TX Reference: FFC Babson CLO 2005-I AC# 10221241.2 – PANTHER II TRANSPORTATION

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
Address for notices:
Joe Li
Babson Capital Management LLC 201 South College Street, Suite 2400 Charlotte, NC 28244 Fax: (413) 226-2987
Address for payments:
Bank: Citibank, N.A. City: New York, NY ABA#: xxx xxx xxx Account: xxxxxxxxx Account Name: Escrow Administration Concentrate Account Reference: MassMutual Life Insurance Company – PANTHER II TRANSPORTATION

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

WB LOAN FUNDING 3, LLC, as a Lender
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
Address for notices:
Heathe J. Clark 201 S. College Street NC0601 Charlotte, NC 28244-0002 Fax: (704) 715-1982
Address for payments: Bank: Wachovia/CIB Group City: Charlotte, NC ABA# : xxx-xxx-xxx Account: xxxxxxxxx Account Attention: Credit Derivatives Account Name: WB Loan Funding 3 Reference: PANTHER II TRANSPORTATION

Credit Agreement

Schedule 1.1 (a)

Term Loan Commitments

Term Loan Commitment

Antares Capital Corporation	$	24,329,105.77
M&I Marshall & Ilsley Bank	$	12,250,000.00
LaSalle Bank National Association	$	11,795,000.00
Orix Leveraged Finance Corp.	$	4,200,000.00
WB Loan Funding, LLC	$	1,726,063.70
Massachusetts Mutual Life Insurance Company	$	1,726,063.70
Babson CLO Ltd. 2005-I	$	2,514,951.92
Babson CLO Ltd. 2005-II	$	1,150,709.13
Antares Funding, L.P.	$	3,796,153.85
Mariner CDO 2002, Ltd.	$	2,429,673.08
Navigator CDO 2003, Ltd.	$	2,138,336.54
Navigator CDO 2005, Ltd.	$	1,943,942.31
TOTAL	$	70,000,000

Schedule 1.1 (b)

Revolving Loan Commitments

Revolving Loan Commitment

Antares Capital Corporation	$	11,210,000
M&I Marshall & Ilsley Bank	$	3,500,000
LaSalle Bank National Association	$	3,890,000
Orix Leveraged Finance Corp.	$	1,400,000
TOTAL	$	20,000,000

Schedule 1.1 (d)

Swing Line Commitments

Swing Line Commitment

Antares Capital Corporation	$	2,000,000
TOTAL	$	2,000,000

Schedule 3.2

Capitalization

PTHR Holdings, Inc.

	Common Stock	Preferred Stock
Fenway Panther Holdings, LLC	2,355,000	16,335.84
Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98	291,300	2,020.65
Richard J. Buffington	11,550	80.12
John J. Sliter	11,550	80.12
Michael F. Stopka	7,800	182
Stephen D. Wharton	7,800	182
Antares Capital Corporation	15,000	104.05
York Street Mezzanine Partners L.P.	232,707.79	1,599.31
CUNA Mutual Insurance Society	27,924.94	—
CUMIS Mutual Insurance Society Inc.	13,962.47	639.73
Members Life Insurance Company	9,308.31	—
CUNA Mutual Life Insurance Company	41,887.40	—
Total	3,025,790.91	21,223.81

Authorized Shares

PTHR Holdings, Inc.	4,000,000 shares Common Stock 100,000 shares Preferred Stock
Panther II Transportation, Inc.	1,010 shares Class A Common Stock 9,090 shares Class B Common Stock
Panther II, Inc.	500 shares Common Stock

Outstanding Options

Holder	Share Class	Number of Shares	Exercise Price
Richard J. Buffington	Common	23,823.53	$	10.00
Steven D. Wharton	Common	15,882.35	$	10.00
Christopher T. French	Common	3,970.59	$	10.00

Christopher D. Koehring	Common	3,970.59	$	10.00
Paul D. Ratcliff	Common	3,970.59	$	10.00
John J. Sliter	Common	23,823.53	$	10.00
Jeffrey M. Sokolowski	Common	3,970.59	$	10.00
Michael F. Stopka	Common	15,882.35	$	10.00
Jeffrey S. St. Pierre	Common	15,882.35	$	10.00
Daniel Sokolowski	Common	95,294.12	$	10.00
Jon P. Garity	Common	7,941.18	$	10.00

• PTHR Holdings, Inc. Stock Subscription Agreement by and among PTHR Holdings, Inc., Fenway Panther Holdings, LLC, and Antares Capital Corporation dated as June 10, 2005.

• Amended and Restated Stockholders Agreement among PTHR Holdings, Inc. and the Stockholders named therein dated as of the date hereof.

• PTHR Holdings, Inc. 2005 Stock Option Plan

Schedule 3.5

Litigation

• Scanware, Inc. v. Panther II Transportation, Inc.: Scanware, Inc. claims damages in the amount of approximately $30,000 against Panther II Transportation, Inc. for its sale of software products to Panther II Transportation, Inc. Panther II Transportation, Inc. has estimated that Scanware’s case has a settlement value of approximately $7,500.00-$15,000.00.

• With regard to the outstanding claims arising out of automobile liability, Panther II Transportation, Inc. has the following limited loss reserve estimates: (1) $0 as of December 31, 2001, (2) $150,974 as of September 1, 2002, (3) $60,614 as of September 1, 2003, (4) $255,239 as of September 1, 2004 (5) $72,398 as of January 3, 2006. See attached Table 3.5 for a complete listing of outstanding automobile liability claims.

Customer Name	Policy Year	Coverage	Claim Number	Data of Loss	Claimant Name	Claim status	Accident Narrative	Paid Total		Reserves Total		Net Incurred Total
Panther II Transportation, Inc	2000	AUTOMOBILE	1700051415	20010128	Panther II Transportation, Inc	Closed	Unknown accident	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	1700051578	20010315	Panther II Transportation, Inc	Closed	IV lost control and hit guard rail, damage to IV.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	1700051880	20010209	Panther II Transportation, Inc	Closed	IV ran off roadway and struck a telephone pole.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4620078225	20010711	JJ Nursery,	Closed	IV door swung open hit Parked OV.XREF 162 0080954	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4640067200	20010821	S.N.E.T Company,	Closed	IV pulled down some power lines	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4640070935	20011205	Unknown,	Closed	IV Hit OV and pushed OV Into OV2.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4660074058	20010517	C & S Transportation,	Closed	OV slowed down, IV hit OV	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4880077020	20010818	Kimala Vesey,	Closed	IV rearend OV.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700049881	20010313	Head, Charles	Closed	Drive shaft fell off IV and OV2 ran over it causing damage.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700049742	20010313	Head, Charles	Closed	Drive shall fell off IV and OV2 ran over it causing damage.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700050051	20010315	Viar, Julian	Closed	IV lost control and hit guard rail, damage to IV.	$	0	$	0	$	0
Partner II Transportation, Inc	2000	AUTOMOBILE	4700052071	20010518	logram, Betty	Closed	IV struck OV2 causing OV2 to have collision with OV3.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	47000523X1	20010612	Heald, Robert	Closed	IV rear-ended OV1, pushing them into OV2.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054159	20010716	Lomas, Raymond and MIc	Closed	OV rear-ended IV	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700055X41	20010920	Shephard, Cynthia	Closed	OV ran stop sign, IV struck OV	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700055X41	20010920	Unknown,	Closed	OV ran stop sign, IV struck OV	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700057X22	20011004	Castrejon, Cecilia	Closed	Unknown auto accident	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700058560	20011207	Jackson, David	Closed	IV struck OV While parked	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700058912	20011222	Barb,	Closed	Freezing rain - slid into guardrails- flipped Die duck.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	47000589X2	20011222	State of Indiana,	Closed	Freezing rain - slid into guardrails- flipped Die duck.	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4700080743	20011213	Intreal Inc,	Closed	Insured truck tore down cimt fence	$	0	$	0	$	0
Panther II Transportation, Inc	2000	AUTOMOBILE	4710062958	20010820	Wheeler, Amanda	Closed	IV failed to yield right of way and was sideswiped by OV	$	0	$	0	$	0

Panther II Transportation, Inc	2000	AUTOMOBILE	4710062302	20010804	GraybBeal, Andrew E	Closed	IV swerved into OV.	$	78	$	0	$	78
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052007	20010524	Bowlus Trucking,	Closed	IV was struck by OV	$	77	$	0	$	77
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052855	20010X08	Little, Dennis	Closed	IV Struck OVs mirror	$	100	$	0	$	100
Panther II Transportation, Inc	2000	AUTOMOBILE	4710060272	20010625	Little, Dennis	Closed	Passed around Dennis & barely bumped board, or driver	$	158	$	0	$	158
Panther II Transportation, Inc	2000	AUTOMOBILE	4700053011	20010702	Dufour, Carol	Closed	IV back into OV	$	250	$	0	$	250
Panther II Transportation, Inc	2000	AUTOMOBILE	4700051129	20010502	Cluppa, Salvatore	Closed	IV caught phone one and pulled it down out of house	$	285	$	0	$	285
Panther II Transportation, Inc	2000	AUTOMOBILE	4880097715	20010518	Banks, Lucas	Closed	IV rearend OV.	$	301	$	0	$	301
Panther II Transportation, Inc	2000	AUTOMOBILE	4700053800	20010723	Astro Enterprises,	Closed	IV backed up trailer, struck parked OV	$	323	$	0	$	323
Panther II Transportation, Inc	2000	AUTOMOBILE	4700057310	20011018	Roman, Francisco	Closed	IV rearend OV in stopped traffic	$	325	$	0	$	325
Panther II Transportation, Inc	2000	AUTOMOBILE	4700050530	20010117	ADM Trucking Inc,	Closed	IV rolled into OV	$	364	$	0	$	364
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054204	20010807	Ponton, Barry	Closed	IV backing to into parking space and hit OV passenger XXX	$	374	$	0	$	374
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054849	20010217	Smith, Rick	Closed	IV damaged cimt’s property.	$	375	$	0	$	375
Panther II Transportation, Inc	2000	AUTOMOBILE	4700057489	20011102	Wesaw, Sheryl	Closed	IV backed into front end of parked OV.	$	451	$	0	$	451
Partner II Transportation. Inc	2000	AUTOMOBILE	4840051329	20010228	Canberra Industrial,	Closed	IV struck a tree	$	477	$	0	$	477
Panther II Transportation, Inc	2000	AUTOMOBILE	4700049551	20010228	Klein, John	Closed	IV and OV2 collided while turning a sharp corner.	$	497	$	0	$	497
Panther II Transportation, Inc	2000	AUTOMOBILE	4840056321	20010319	National Railroad Passenger Corporation	Closed	IV truck damaged railroad bridge	$	588	$	0	$	588
Panther II Transportation, Inc	2000	AUTOMOBILE	4700050760	20010326	CSI,	Closed	IV Pulled down light pole wire	$	588	$	0	$	588
Panther II Transportation, Inc	2000	AUTOMOBILE	4820072594	20010331	Dickerson, Dixle	Closed	IV turned & struck OV.	$	838	$	0	$	838
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054341	20010607	Maiden Regional Airport	Closed	IV hit power lines and pulled them down	$	702	$	0	$	702
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052558	20010601	McHenry Recreation XXX Alley	Closed	IV XXX Cimt building: insure left scene of crime	$	725	$	0	$	725
Panther II Transportation, Inc	2000	AUTOMOBILE	4700051122	20010412	LaXXX, David	Closed	IV struck OV	$	790	$	0	$	790
Panther II Transportation, Inc	2000	AUTOMOBILE	4860074201	20010520	Brumfield, Barbara	Closed	IV was turning around in park, scratched OV rear XXX pannel.	$	868	$	0	$	868
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054826	20010825	Golden Hawk Transportation Services LLC	Closed	IV backed into parked OV hitting L front side	$	872	$	0	$	872
Panther II Transportation, Inc	2000	AUTOMOBILE	4700048933	20010205	McKinney, Danielle	Closed	IV hit parked OV	$	907	$	0	$	907
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054703	20010817	Click, Kathlean	Closed	After top or box hit a low bridge, box red off & hit a car	$	998	$	0	$	998
Panther II Transportation, Inc	2000	AUTOMOBILE	4860077020	20010818	Sheila Kennedy,	Closed	IV rearend OV.	$	1,000	$	0	$	1,000
Panther II Transportation, Inc	2000	AUTOMOBILE	4700060431	20010406	Woods, Margie L	Closed	Insd veh switched lines & hit over veh mirror	$	1,160	$	0	$	1,160

Panther II Transportation, Inc	2000	AUTOMOBILE	4700060431	20010406	Woods, Margie L	Closed	Insd veh switched lines & hit over veh mirror	$	1,160	$	0	$	1,160
Panther II Transportation, Inc	2000	AUTOMOBILE	4700050376	20010208	Boone Rural Electric, Membership Corporal	Closed	IV ran off roadway and struck a telephone pole.	$	1,181	$	0	$	1,181
Panther II Transportation, Inc	2000	AUTOMOBILE	4700082404	20011206	Queen City Steel,	Closed	Took out a door at shipper	$	1,248	$	0	$	1,248
Panther II Transportation, Inc	2000	AUTOMOBILE	4700057094	20011015	Posphonan, David J	Closed	IV tried to turn-backed up and hit OV.	$	1,352	$	0	$	1,352
Partner II Transportation, Inc	2000	AUTOMOBILE	4240031423	20010301	Mitsubishi Motor,	Closed	IV backing hit concrete column	$	1,369	$	0	$	1,369
Panther II Transportation, Inc	2000	AUTOMOBILE	4700050051	20010315	Missouri Highway and , Transportation Comm	Closed	IV lost control and hit guard rail, damage to IV.	$	1,385	$	0	$	1,385
Panther II Transportation, Inc	2000	AUTOMOBILE	4880072288	20010330	Adkins, Ruby	Closed	IV backing, hit traffic pole which fell onto a vehicle and	$	1,557	$	0	$	1,557
Panther II Transportation, Inc	2000	AUTOMOBILE	4620073733	20010418	Borchardi, Albert	Closed	IV turned L in front of OV and they colided	$	1,587	$	0	$	1,587
Panther II Transportation, inc	2000	AUTOMOBILE	4680072440	20010405	Cherry, Nancy	Closed	IV backed into OV	$	1,830	$	0	$	1,830
Panther II Transportation. Inc	2000	AUTOMOBILE	4700049012	20010217	Brumbough, Clifford	Closed	IV backing and struck OV, no injuries	$	1,961	$	0	$	1,961
Partner Transportation. Inc	2000	AUTOMOBILE	4700051014	20010409	Bakery Unlimited,	Closed	Insured drove into bakery sign.	$	1,971	$	0	$	1,971
Panther II Transportation, Inc	2000	AUTOMOBILE	4680070794	20010214	Hughes, Nancy	Closed	IV rear ended OV when OV stopped suddenly	$	1,989	$	0	$	1,989
Panther II Transportation, Inc	2000	AUTOMOBILE	4700054181	20010803	Borden, Robert	Closed	Parked to close to the sign & top of truck hit the sign	$	2,087	$	0	$	2,087
Panther II Transportation, Inc	2000	AUTOMOBILE	4700048827	20010212	Adkins, Chris	Closed	IV hit parked OV	$	2,117	$	0	$	2,117
Panther II Transportation, Inc	2000	AUTOMOBILE	4880071641	20010310	Haubrick, MaXXX	Closed	IV backed into OV2.	$	2,133	$	0	$	2,133
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052071	20010518	Sims, Malissa	Closed	IV struck OV2 causing OV2 to have collision with OV3.	$	2,142	$	0	$	2,142
Panther II Transportation, Inc	2000	AUTOMOBILE	4700080301	20010828	Fish, Mary	Closed	IV rear-ended OV at a red light.	$	2,519	$	0	$	2,519
Panther II Transportation, Inc	2000	AUTOMOBILE	4700049256	20010120	Ohio Department of Transportation	Closed	IV entering highway, hit Ice, hit guardrail and flipped	$	2,232	$	0	$	2,232

Panther II Transportation, Inc	2000	AUTOMOBILE	4700051160	20010427	Danner, Trent	Closed	IV apparently Involved In side-swipe accident.	$	2,307	$	0	$	2,307
Panther II Transportation, Inc	2000	AUTOMOBILE	4700056834	20011024	Parks, XXX	Closed	IV rear-ended other vehicle causing OV driver Stiff neck	$	2,340	$	0	$	2,340
Panther II Transportation, Inc	2000	AUTOMOBILE	4700048833	20010115	XXXX Gas,	Closed	IV backed up and struck light post	$	2,358	$	0	$	2,350
Panther II Transportation, Inc	2000	AUTOMOBILE	4700056834	20011024	Parks, XX	Closed	IV rear-ended other vehicle causing OV driver stiff neck.	$	2,367	$	0	$	2,367
Panther II Transportation, Inc	2000	AUTOMOBILE	4780007603	20011227	Proctor, XXXX	Closed	IV felt hit on front passenger side-OV1 hit OV2 us result.	$	2.401	$	0	$	2,381
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052391	20010612	Jung, Paul	Closed	IV rear-ended OV1, pushing them Into OV2	$	2,187	$	0	$	2,531
Panther II Transportation, Inc	2000	AUTOMOBILE	4700048512	20010130	TownXXXXX,	Closed	IVallegedly hit building while trying to turn around	$	2,558	$	0	$	2,556
Panther II Transportation, Inc	2000	AUTOMOBILE	4700059764	20011028	Gilbert, Titus	Closed	IV hit parked OV.	$	2,571	$	0	$	2,571
Panther II Transportation. Inc	2000	AUTOMOBILE	4700052974	200106__	Johns, Troy	Closed	IVrolled back into OV	$	2,579	$	0	$	2,579
Panther II Transportation, Inc	2000	AUTOMOBILE	4700059746	20011201	Ebling, Edward	Closed	IV backed into OV	$	2,378	$	0	$	2,579
Panther II Transportation, Inc	2000	AUTOMOBILE	4700052585	20010607	Jaussaud, Jeff	Closed	OVwas sideswiped by IV	$	2,972	$	0	$	2,972
Panther II Transportation, Inc	2000	AUTOMOBILE	4620079677	20010607	Brookside Funeral Home	Closed	IV turned around in funeral home parking lot, and hit pole.	$	3,487	$	0	$	3,457
Panther II Transportation, Inc	2000	AUTOMOBILE	47100_7534	20010611	Interstate Distribution	Closed	IV backed into parked OV	$	3,509	$	0	$	3,509
Panther II Transportation, Inc	2000	AUTOMOBILE	4600071235	20010227	Crown Cleaners Inc.	Closed	IV side wiped OV	$	4,015	$	0	$	4,015
Panther II Transportation, Inc	2000	AUTOMOBILE	4640065775	20010622	Eoolab Inc.	Closed	IV XXXXXX OV.	$	4,104	$	0	$	4,104
Panther II Transportation, Inc	2000	AUTOMOBILE	4120001281	20010629	JO WOOD TRUCKING,	Closed	IV DRIVER TURNED CORNER LOAD SHIFTED, TRUCK FLIPPED OVER	$	4,108	$	0	$	4,109
Panther II Transportation, Inc	2000	AUTOMOBILE	47000___40	20011222	Gonzalez. Jose	Closed	Unknown cause to unknown accident	$	4,126	$	0	$	4,126
Panther II Transportation, Inc	2000	AUTOMOBILE	4640073543	20011219	Angus, Both	Closed	OV struck IV while iv entering driveway.	$	4,677	$	0	$	4,677
Panther II Transportation, Inc	2000	AUTOMOBILE	4700056529	20011214	Mllam, James E	Closed	IV hit parked OV.	$	4,901	$	0	$	4,901
Panther II Transportation, Inc	2000	AUTOMOBILE	4710061042	20010713	Jeffries, Curtis	Closed	IV struck parked OV	$	5,117	$	0	$	5,117
Panther II Transportation, Inc	2000	AUTOMOBILE	4660077020	20010816	Byers, sharrod	Closed	IV XXX OV.	$	5,140	$	0	$	5,140
Panther II Transportation, Inc	2000	AUTOMOBILE	470005_765	20011004	Lindsey, James	Closed	IV pulled out of truck stop-OV lost control & hit IV.	$	8,102	$	0	$	8,102
Panther II Transportation, Inc	2000	AUTOMOBILE	4700051354	20010510	Joseph installation.	Closed	IV XXXX struck parked OV at loading dock	$	7,309	$	0	$	7,308
Panther II Transportation, Inc	2000	AUTOMOBILE	4660073356	201501	Martinex Moving,	Closed	IV hacking out of parting spot end hit OV	$	7,657	$	0	$	7,657
Panther II Transportation, Inc	2000	AUTOMOBILE	47000536633	20010628	XXXXX Management	Closed	IV backed into parking gate	$	7,817	$	0	$	7,817
Panther II Transportation, Inc	2000	AUTOMOBILE	471006295_	20010858	Wheeler, Leon	Closed	IV failed to yield right of way and was sideswiped by OV	$	7,528	$	0	$	8,764
Panther II Transportation, Inc	2000	AUTOMOBILE	4700051299	200105	Coldwell. Robert	Closed	IV hit OV while trying to XXXX at a bee.	$	8,885	$	0	$	8,865
Panther II Transportation, Inc	2000	AUTOMOBILE	4710060701	2001070	Beckham, Barry	Closed	IV rearended OV A pushed OV through XXXX	$	9,070	$	0	$	9,070

Panther II Transportation, Inc	2000	AUTOMOBILE	4700049_07	2001012	XXXXX XXX	Closed	XXX same direction	$	9,449	$	0	$	9,449
Panther II Transportation, Inc	2000	AUTOMOBILE	4_40070935	2OOI120	XXXX, Tenance	Closed	IV hit OV and pushed OV into OV2.	$	11,384	$	0	$	11,384
Panther II Transportation, Inc	2000	AUTOMOBILE	4700090526	2001030	XXXX Department of transportation	Closed	IV merged L struck construction equipment	$	14,784	$	0	$	14,784
Panther II Transportation, Inc	2000	AUTOMOBILE	4710060701	2001070	Beckham, Barry & sheila	Closed	IV rear-ended OV and pushed OV through intersection	$	15,128	$	0	$	15,708
Panther II Transportation, Inc	2000	AUTOMOBILE	4_40074954	2001112	Durosa.LynronJ	Closed	IV backing Into loading dock, hit Clmnt by standard	$	16,560	$	0	$	16,560
Panther II Transportation, Inc	2000	AUTOMOBILE	4_00007603	20O112X	HaupnchXXXXX	Closed	IVfelt hit on front passenger side-OV1 hit OV2 as result	$	20,145	$	0	$	20,145
Panther II Transportation, Inc	2000	AUTOMOBILE	4860074058	2001051	McCoy, Andrea	Closed	OV slowed down, IV hit OV	$	21,858	$	0	$	21,483
Panther II Transportation, Inc	2000	AUTOMOBLE	4800007503	2001122	XXXX,	Closed	IV felt hit on front passenger side-OV1 hit OV2 as result	$	23,200	$	0	$	23,200
Panther II Transportation, Inc	2000	AUTOMOBILE	4700048067	2001011	Bradford, Lathan	Closed	IV backed into OV while parked	$	29,858	$	0	$	28,859
Panther II Transportation, Inc	2000	AUTOMOBILE	4000007603	2001122	Brooks, Dennis	Closed	IV felt hit on front passenger side - OV1 hit OV2 as result	$	34,520	$	0	$	34,520
Panther II Transportation, Inc	2000	AUTOMOBILE	4710054948	2001012	Wells, Robert	Closed	Clmt on bike, struck Insured tractor on side	$	113,061	$	0	$	113,061
	2000 Total							$	483,408	$	0	$	481,172
Panther II Transportation, Inc	2001	AUTOMOBILE	1620060954	20010711	Panther II Transportation, Inc.,	Closed	IV door swung open hit parked OV, XREF 462 0078225	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	16_0063069	20010601	Nestec, Michael	Closed	IV mirror hit mirror of OV which was parked.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1660066956	2001100;	Panther II Transportation, Inc	Closed	IV struck parked OV.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1660075151	2002080:	Panther II Transportation, Inc	Closed	IV to middle lane of 3 lane highway - IVwent to change	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1660076627	2M209K	Panther II Transportation, Inc	Closed	Unknown	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1700059322	20011104	Panther II Transportation, Inc	Closed	IV hit deer	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1700085720	2D020531	Panther II Transportation, Inc	Closed	Ins heading down 1 -75 - did not see car slowing in front a	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1700069727	20020723	Panther II Transportation, Inc	Closed	Driver #1 stated that she was backing out of parking space	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1700070920	20021111	Panther II Transportation, Inc	Closed	Insured backed into clmt	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	1700071853	20021223	Panther II Transportation, Inc	Closed	Claimant rear ended Insured. Insured went to hospital No d	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4620096639	20011117	Hartford, Pete	Closed	OV alleges vehicle was hit by IV.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4640071443	20011121	Co-Worker, unknown	Closed	Driver hit coworker with truck while backing.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	464007427J	20020J31	Speedy	Closed	OV hit the IV while at the shipper.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4640089609	20020506	Dollar RentACar,	Closed	IV ran over power pole causing a power outage.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660083259	20020211	Britney.XXXXX	Closed	Unknown accident. both drivers say the other ran red light	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660083J59	20020211	Dunn,XXXX	Closed	Unknown accident -both drivers say the other ran red light	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4680089275	20020723	Hughes, Alton	Closed	Claimant states that Insured backed Into Insured while prkd	$	0	$	0	$	0

Panther II Transportation, Inc	2001	AUTOMOBILE	4660009396	420020807	Neville. Victor	Closed	IV In the middle lane ct3 lane highway-IV went to change	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660089494	20020810	Unknown,	Closed	Ins trailer hit and broke pole.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660089908	20020821	Hauss, Henry	Closed	#3 possibly an SUV putting a XXX. Was trying to pass #2.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660091777	20020721	Brawn, Tim	Closed	IV backing into parking space & struck claimants vehicle	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4080097937	20021222	Jackson. Jeans	Closed	OV lost control and impacted IV front bumper and skidded of	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700052393	20010612	Jung. Paul	Closed	IV rear ends V2 and V2 rear ended V3	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700059356	20020109	Cenelo,XXXX	Closed	IV backing ino repair shop, OV pulled in turning radius	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700080461	20020216	Case Tractor Corp.	Closed	Insured damaged inside dock door paneling and rubber trim	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700060462	20020216	Brawn, Robert	Closed	IV was turning around and struck OV	$	0	$	0	$	0

Panther II Transportation, Inc	2001	AUTOMOBILE	4700051932	20020405	Aggressive Transportation	Closed	IV backed into parked OV trailer and left the scene.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700062059	20020227	Jenks, Scott	Closed	IV “Turfed” Clients lawn while turning around.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700062328	20020329	Plelfer. Bus	Closed	Clmt is alleges that rock was kicked up by our unit	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063287	20020522	Jennifer Foster.	Closed	OV ran a stop sign and struck IV. Both parties were taken	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063287	20020522	Nanlam,Kulap	Closed	OV ran a stop sign and struck IV. Both parties were taken	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063837	20020531	Vistson Automotive,	Closed	IV knocked over sign with trailer threw trailer axles out o	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063776	20020605	Sunflower Express,	Closed	IV hit OV (tractor/trailer) In the rear in the middle of the	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700064010	20020509	Miller, Angela	Closed	IV hit OV side by side - both IV & OV sidewiped, Unable to	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700064540	20020525	May, Sue	Closed	Insured backed into Clmt	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700065254	20020712	Gordon, Karma	Closed	Insured pulled over into claimants lane - forcing claimant	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700065630	20020417	Lee, Paul D	Closed	IV backing into dock bumped OV	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700067607	20020722	Vance, Kara	Closed	Driver #1 stated that she was backing out of parking space	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700069718	20020620	XXX, Brian	Closed	IV proceeded thru 4-way/hit in middle of Intersec. by clmt.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700069914	20021223	Smith, Dianna	Closed	Claimant rear ended Insured. Insured went to hospital No d	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4700069914	20021223	Unknown,	Closed	Claimant rear ended Insured. Insured went to hospital. No d	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4710069720	20020327	Scott, Kenneth W	Closed	Flatbed changed lanes in front of IV & slammed on brakes &	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4710071827	20020316	Metro Airport,	Closed	Insured unit went over bump in parking lot ripped overhang	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4710072897	20020708	Guthrie, John	Closed	Clmt is alleging that Insured sideswlped his car	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4720006903	20020712	Ventura, Edwing	Closed	Conflicting stories, clmt alleges Ins backed into him - in	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4720007565	20020810	Unknown,	Closed	Insured was merging on Americans Ave. Back of our truck hit	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4720014326	20020516	Bacon, Guy	Closed	Insured backed into door.	$	0	$	0	$	0
Panther II Transportation, Inc	2001	AUTOMOBILE	4800090783	20020806	Unknown,	Closed	IV’s driver thought person said to back up - struck OV.	$	5	$	0	$	5
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066185	20020809	Michael Bellamy,	Closed	Insured coming off exit ramp - traffic backed -up - Insured	$	10	$	0	$	10
Panther II Transportation, Inc	2001	AUTOMOBILE	4660065222	20020212	Brinkley, Thereita	closed	OV entered four way Intersection and was struck by IV	$	17	$	0	$	17
Panther II Transportation, Inc	2001	AUTOMOBILE	4700062810	20020108	Mooney, Latisha	Closed	Claimant pulled out in front of Insured from on ramp causin	$	51	$	0	$	51
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066048	20020809	Wilczak, Jacqueline	Closed	Backed out of shipper- nicked bumper of lady pulling in.	$	242	$	0	$	242
Panther II Transportation, Inc	2001	AUTOMOBILE	4700061058	20020212	Anderson, Tecora	Closed	IV struck OVand left the scene	$	267	$	0	$	267
Panther II Transportation, Inc	2001	AUTOMOBILE	46500751S5	20010607	Liggies, Larry	Closed	IV mirror hit mirror or OV which wns parked.	$	299	$	0	$	299
Panther II Transportation, Inc	2001	AUTOMOBILE	4710974537	20020709	Cade, symphone	Closed	#2 pulled out In front of #1 -1H pushed #2 down the road th	$	300	$	0	$	300
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074537	20020709	Rounds, Oarlan	Closed	#2 pulled out In front of #1 -1H pushed #2 down the road th	$	300	$	0	$	300
Panther II Transportation, Inc	2001	AUTOMOBILE	4700055117	20010904	Automotive, Dow	Closed	IV ran over clmt. trailer jack	$	312	$	0	$	312
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066455	20020821	Johnson, Dwayne	Closed	IV in parking lot - didn’t swing trailer wide enough-sera	$	377	$	0	$	377
Panther II Transportation, Inc	2001	AUTOMOBILE	4880088850	20020728	Ushman, Chris	Closed	IV rear ended OV and pushed him into vehicle OV2.	$	400	$	0	$	400
Panther II Transportation, Inc	2001	AUTOMOBILE	4880091441	20021003	Crocker, Wanda	Closed	Chain reaction accident. Insured hit clmt. in rear - pushed	$	420	$	0	$	420
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063787	20020224	Whsley, Mee	Closed	Turn around in a lawn	$	434	$	0	$	434
Panther II Transportation, Inc	2001	AUTOMOBILE	4840073518	20020213	SHAKER GR0UP.	Closed	IV struck OV in icy parking lot	$	469	$	0	$	469
Panther II Transportation, Inc	2001	AUTOMOBILE	4700084141	20020430	Zheng, Dezhi	Closed	OV hit IV, IV cited for failure to yield. IV making left turn	$	469	$	0	$	469
Panther II Transportation, Inc	2001	AUTOMOBILE	4700065502	20020726	Dan Greenside Jr,	Closed	Insured side swiped clmt. while turning around.	$	500	$	0	$	500
Panther II Transportation, Inc	2001	AUTOMOBILE	4700065998	20020727	Lavagninov, Regins A	Closed	Insured making left turn hit clmt with our trailer.	$	500	$	0	$	500
Panther II Transportation, Inc	2001	AUTOMOBILE	4700003878	20020XX	Salines, Lubin M	Closed	Box of IV struck OV breaking out his tail light	$	586	$	0	$	586
Panther II Transportation, Inc	2001	AUTOMOBILE	4840064529	20010531	XXX, Frank	Closed	IV drove on and damaged clmt lawn	$	600	$	0	$	600
Panther II Transportation, Inc	2001	AUTOMOBILE	4880088859	20020726	Ushman, Steven	Closed	IV rear ended OV and pushed him into another vehicle 0V2.	$	600	$	0	$	600

Panther II Transportation, Inc	2001	AUTOMOBILE	4700058744	20020124	Bowman, David	Closed	IV backin out- struck front of parked OV	$	827	$	0	$	827
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063781	20020522	Sept, Manene	Closed	OV stated that IV scrapped up the side of her jeep -IV den	$	845	$	0	$	845
Panther II Transportation, Inc	2001	AUTOMOBILE	4700061082	20020304	Huck Fasteners,	Closed	IV backed into a door at shipper.	$	856	$	0	$	856
Panther II Transportation, Inc	2001	AUTOMOBILE	4880090334	20020824	Robert Van Winkle,	Closed	Driver backed up into another vehicle damage minimal scratch	$	748	$	0	$	748
Panther II Transportation, Inc	2001	AUTOMOBILE	4880088281	20020507	Regional Imaging Diagonostic	Closed	Insured driver ran over lawn with trailer.	$	900	$	0	$	900
Panther II Transportation, Inc	2001	AUTOMOBILE	4700065936	20020807	XXX, Carlssa	Closed	Unknown.	$	918	$	0	$	918
Panther II Transportation, Inc	2001	AUTOMOBILE	4840074748	20020326	Nelson, Paula H	Closed	IV stopped at railroad overhead bridge. IV backed into OV	$	925	$	0	$	925
Panther II Transportation, Inc	2001	AUTOMOBILE	488008X	20020820	Ryder,	Closed	While backing into the cons dock clipped a Ryder cargo van.	$	946	$	0	$	946
Panther II Transportation, Inc	2001	AUTOMOBILE	4880088562	20020521	Landster,	Closed	IVrearended OV2, OV3 fled the scene- IV couldn’t stop	$	1,020	$	0	$	1,020
Panther II Transportation, Inc	2001	AUTOMOBILE	4840072899	20020118	Jackson, Lucy	Closed	IV backed into OV.	$	1,092	$	0	$	1,092
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074225	20020821	Hartson Kennedy Cabinet	Closed	Insured driver corner of van - git overhead door.	$	1,100	$	0	$	1,100
Panther II Transportation, Inc	2001	AUTOMOBILE	4700068902	20021111	Mohr, Victor	Closed	Insured backed into clmt	$	1,138	$	0	$	1,138
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074932	20020621	Basham, Christopher	Closed	Clmt alleges Ins. ran him off the road see attached subro XXX	$	1,205	$	0	$	1,205
Panther II Transportation, Inc	2001	AUTOMOBILE	4700060444	20020211	Lunn Trucking Carval,1 Trucking	Closed	IV backed intoOV	$	1,297	$	0	$	1,297
Panther II Transportation, Inc	2001	AUTOMOBILE	4710071853	20020629	Graham, James	Closed	IV rolled back into OV	$	1,324	$	0	$	1,324
Panther II Transportation, Inc	2001	AUTOMOBILE	4040080847	20020918	Motfatt. Karen J	Closed	IV backed into OV while parked.	$	1,332	$	0	$	1,332
Panther II Transportation, Inc	2001	AUTOMOBILE	4710089287	20020308	McMichael, Cory	Closed	IV side swiped OV	$	1,400	$	0	$	1,400
Panther II Transportation, Inc	2001	AUTOMOBILE	4680004912	20020613	First Energy/Penn Power	Closed	Driver ran over power pole	$	1,442	$	0	$	1,442
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063840	20O20531	Chesser, Henry E	Closed	IV backed into OV at shipper.	$	1,470	$	0	$	1,470
Panther II Transportation, Inc	2001	AUTOMOBILE	4700003501	20020316	Gerig, Elizabeth	Closed	IV rearended OV while OV was turning into a parking lot. Into a parking lot.	$	1,485	$	0	$	1,485
Panther II Transportation, Inc	2001	AUTOMOBILE	4720002534	20020125	Carpole, Jock	Closed	IV trailer struck OV front while turning	$	1,553	$	0	$	1,553
Panther II Transportation, Inc	2001	AUTOMOBILE	472000X75	20020706	McClain, Terry	Closed	Insured tried to make a L turn in an area where he shouldn’t	$	1,558	$	0	$	1,558
Panther II Transportation, Inc	2001	AUTOMOBILE	4700059828	20020128	McDonoald, Kathleen	Closed	IV rear ended OV.	$	1,587	$	0	$	1,587
Panther II Transportation, Inc	2001	AUTOMOBILE	4680088268	20020512	Neofotistos, Constanline	Closed	#1’s foot slipped off the brake and #1 rolled back into #2	$	1.541	$	0	$	1.541
Panther II Transportation, Inc	2001	AUTOMOBILE	4700083843	20020531	Crusenberry, Nakeesha	Closed	Ins heading down 1-75-did not see car slowing in front a	$	1,700	$	0	$	1,700
Panther II Transportation, Inc	2001	AUTOMOBILE	4710076781	20020628	Werner.	Closed	Insured backed into clmt at dock. Please see attached subr	$	2,177			$	2,177

Panther II Transportation, Inc	2001	AUTOMOBILE	4700089330	20021002	Holland Trucking	Closed	Insured hit clmt while exiting parking lot.	$	2,216	$	0	$	2,216
Panther II Transportation, Inc	2001	AUTOMOBILE	4700051615	20020328	Hermanoqicz Ryszard	Closed	IV struck OV which had stopped due to debris in the road	$	2,220	$	0	$	2,220
Panther II Transportation, Inc	2001	AUTOMOBILE	4860090028	20020824	Leopold Curtis	Closed	IV struck OV when crossing lanes	$	2,246	$	0	$	2,240
Panther II Transportation, Inc	2001	AUTOMOBILE	4700054976	20010828	LC Transportation	Closed	IV backed into OV.	$	2,462	$	0	$	2,462
Panther II Transportation, Inc	2001	AUTOMOBILE	48600831785	20020210	Dement Laura	Closed	IV hit OV on door while turning around on narrow Street	$	2,543	$	0		2,543
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066823	20020817	Speedway	Closed	Insured driver ran into canopylight	$	2,564	$	0	$	2,564
Panther II Transportation, Inc	2001	AUTOMOBILE	4710073001	20020713	Hamilton Franky	Closed	Both insured and Clmt going into XXX lane - all of a sudde	$	2,675	$	0	$	2,675
Panther II Transportation, Inc	2001	AUTOMOBILE	4660083252	20020211	Browning Jonny	Closed	IV backed into OV parked.	$	2,XXX	$	0	$	2,XXX
Panther II Transportation, Inc	2001	AUTOMOBILE	8660094228	20020612	Novak Trucking Services	Closed	IV backed Into clmt - driver fells clmt illegally parked.	$	2,710	$	0	$	2,710
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066674	200206302	Brice William	Closed	OV ran to IV trailer.	$	2,966	$	0	$	2,966
Panther II Transportation, Inc	2001	AUTOMOBILE	4640078064	20020507	Settlers Jenico	Closed	IV backed into OV	$	3,000	$	0	$	3,000
Panther II Transportation, Inc	2001	AUTOMOBILE	4700058010	20011115	Brown William	Closed	Unknown accident description	$	3,131	$	0	$	3,131
Panther II Transportation, Inc	2001	AUTOMOBILE	4640073885	20020227	Unknown	Closed	IV hit a door at a repair shop	$	3,558	$	0	$	3,558
Panther II Transportation, Inc	2001	AUTOMOBILE	4700069763	20020125	Chrysler	Closed	IV hit a guard rail at Ihe clmts location	$	3,635	$	0	$	3,635
Panther II Transportation, Inc	2001	AUTOMOBILE	4640078916	20020410	DeGarcia Maria	Closed	Unknown	$	3,X32	$	0	$	3,X32
Panther II Transportation, Inc	2001	AUTOMOBILE	4680079558	20011003	Davis Nancy	Closed	IV struck parked OV.	$	3,918	$	0	$	3,918
Panther II Transportation, Inc	2001	AUTOMOBILE	4660091158	20020824	Schnelder NC	Closed	Insured backed onto clmt	$	4,117	$	0	$	4,117
Panther II Transportation, Inc	2001	AUTOMOBILE	4660064455	20020305	Young Larry	Closed	#3 pulled out in front of #1 - #1 moved over to the L &	$	4,219	$	0	$	4,219
Panther II Transportation, Inc	2001	AUTOMOBILE	4700066419	20020823	Lewis Dana	Closed	IV put his truck in reverse and back into the OV	$	4,317	$	0	$	4,317
Panther II Transportation, Inc	2001	AUTOMOBILE	4700059855	20020121	Craig Shirley	Closed	IV backed into stopped OV	$	4,521	$	0	$	4,521
Panther II Transportation, Inc	2001	AUTOMOBILE	4700052335	20020412	Baldwin J Randy	Closed	Insured hit clmt while leaving parking lot. Our insured wa	$	5,004	$	0	$	5,004
Panther II Transportation, Inc	2001	AUTOMOBILE	4700059986	20020201	Heget Rita	Closed	IV hit parked OV while trying to avoid oncoming truck.	$	5,053	$	0	$	5,053
Panther II Transportation, Inc	2001	AUTOMOBILE	4660088XXX	20020728	Milloer Maltory	Closed	IV rear ended OV and pushed him into another vehicle OV2.	$	5,513	$	0	$	5,513
Panther II Transportation, Inc	2001	AUTOMOBILE	4700054182	20020608	Orzach Karen	Closed	Claimant is alleging IV kicked up a stone hitting and crack	$	5,XXX	$	0	$	5,XXX
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074537	20020709	Air Masters Inc.	Closed	#2 pulled out in front of #1 -1H pushed #2 down the road XXX	$	5,312	$	0	$	5,312
Panther II Transportation, Inc	2001	AUTOMOBILE	4660066659	20020728	Ushman Tina	Closed	IV rear ended OV and pushed him into another vehicle OV2.	$	6,500	$	0	$	6,500

Panther II Transportation, Inc	2001	AUTOMOBILE	4660066605	20020604	Pete Adrian	Closed	Car in front of insured started to back - IV started to XXX	$	6,5X0	$	0	$	6,5X0
Panther II Transportation, Inc	2001	AUTOMOBILE	4660117146	20020810	Dominion Resources Services	Closed	Insured driver struck and broke power pole. This was never	$	7,110	$	0	$	7,110
Panther II Transportation, Inc	2001	AUTOMOBILE	4650087265	20020608	Nicholas Conrad	Closed	Insured was turning around and clmt ran into trailer of ins	$	7,521	$	0	$	7,521
Panther II Transportation, Inc	2001	AUTOMOBILE	4710069720	20020327	Roto Rooter	Closed	Flatbed changed lanes in front of IV & slammed on brakes &	$	7,X05	$	0	$	7,X05
Panther II Transportation, Inc	2001	AUTOMOBILE	4700061902	20020405	Schindler Elevator Inc.	Closed	IV rear ended clmt	$	7,646	$	0	$	7,646
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074537	20020709	State Farm	Closed	#2 pulled out in front of #1-1H pushed #2 down the road th	$	8,000	$	0	$	8,000
Panther II Transportation, Inc	2001	AUTOMOBILE	4700052393	20010812	Heald Robbin	Closed	IV rear ends V2 and V2 rear ended V3	$	8,714	$	0	$	8,714
Panther II Transportation, Inc	2001	AUTOMOBILE	4710069720	20020327	SBM Transport	Closed	Flatbed changed lanes in front of IV & slammed on brakes &	$	9,201	$	0	$	9,201
Panther II Transportation, Inc	2001	AUTOMOBILE	4660091441	20021003	Brown Steven	Closed	Chain reaction accident. Insured hit clmt in rear -pushed	$	9,883	$	0	$	9,883
Panther II Transportation, Inc	2001	AUTOMOBILE	4640089609	20020506	Fedral Property	Closed	IV ran over power pole causing a power outage.	$	10,196	$	0	$	10,196
Panther II Transportation, Inc	2001	AUTOMOBILE	4700054158	20010804	Express Leasing	Closed	IV ran a flashing red and got hit by OV.	$	10,581	$	0	$	10,581
Panther II Transportation, Inc	2001	AUTOMOBILE	4710071691	20020316	Cloumbus Airport	Closed	Ins unit went over bump in parking lot- ripped overhand of	$	10,923	$	0	$	10,923
Panther II Transportation, Inc	2001	AUTOMOBILE	4660091441	20021003	carey Clark	Closed	Chain reaction accident. Insured hit clmt in rear-pushed	$	11,000	$	0	$	11,000
Panther II Transportation, Inc	2001	AUTOMOBILE	4700061575	20020320	Zielnskl Lacy	Closed	IV rear ended OV	$	11,153	$	0	$	11,153
Panther II Transportation, Inc	2001	AUTOMOBILE	4120001466	20020328	PANTHER II TRANSPORTATION INC.	Closed	FUEL SPILL CLEAN UP AFTER ACCIDENT	$	12,973	$	0	$	12,973
Panther II Transportation, Inc	2001	AUTOMOBILE	471006972O	20020327	Gover Cheryl	Closed	Flatbed changed lanes in front of IV & slammed on brakes &	$	16,21X	$	0	$	16,21X
Panther II Transportation, Inc	2001	AUTOMOBILE	4660088659	20020726	Ushman Kevin	Closed	IV rear OV and pushed him into another vehicle OV2.	$	19,292	$	0	$	19,890
Panther II Transportation, Inc	2001	AUTOMOBILE	4700063643	20020531	Lambart Brian	Closed	Ins heading down I-75 - did not see car slowing in front o	$	21,146	$	0	$	21,146
Panther II Transportation, Inc	2001	AUTOMOBILE	4710069720	20020327	David Patterson	Closed	Flatbed changed lanes in front of IV & slammed on brakes &	$	32,711	$	0	$	32,711
Panther II Transportation, Inc	2001	AUTOMOBILE	4710074537	20020709	Rounds Mary C	Closed	#2 pulled out in front of #1-1H pushed #2 down the road th	$	77,5X4	$	0	$	77,5X4
Panther II Transportation, Inc	2001	AUTOMOBILE	4700061127	20020117	Wegevelt Alice M	Closed	OV was NB on Cherry Valey-stopped XXX to turn L into	$	85,340	$	0	$	85,340

Panther II Transportation, Inc	2001	AUTOMOBILE	4720006737	20020624	De Leon Carlos	Closed	lns. backed into clmt	$	127,170	$	0	$	127,170
	2001 Total							$	656,460	$	0	$	656,833
Panther II Transportation, Inc	2002	AUTOMOBILE	1640074991	20030404	Panther II Transportation	Closed	Insured moving through Intersection. Second auto slid thro	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1640077400	20030723	Panther II Transportation	Closed	IV backed into a gate, damaged trailer.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1660062898	20030523	Panther II Transportation	Closed	Insund drove onto lawn and got stuck - wrecker removed tru	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1660063195	20030223	Panther II Transportation	Closed	Other vehicle heading out of the parking lot. Insured was	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1600663502	20030603	Joseph L. Matthews	Closed	Unknown	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1660064991	20030716	Panther II	Closed	IV rear ended OV after OV XXX changed into IV lane.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1700072646	20030121	Panther II Transportation Inc.	Closed	Ins was at XXX plant - stopped at guard shack to get XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1700074451	20030424	Panther II Transportation	Closed	#1 in R lane #2 in L lane at red light - Light turned green	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1700074817	20030510	Panther II Transportation	Closed	Clmt states that insured struck his vehicle and the impact	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	1700075346	20030603	Rater Larry	Closed	Insured and claimant were both going into center lane on 3	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4450073171	20030222	Washington Robert	Closed	Insured was hit by claimant. When insured was trying to tu	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4640061491	20020928	Unknown	Closed	Driver hit overpass with corner of the box of his trailer.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4640087944	20030404	Morris Becky	Closed	Insured moving through Intersection. Second auto XXX thro	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4640088066	20030411	Farcia Luis	Closed	Insured backing into dock and hit one parked car with open	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4640088066	20030411	Wentke Bill H	Closed	Insured backing into dock and hit one parked car with open	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4840088711	20030502	Clouaire Lee	Closed	Insured XXX XXX Marina Rd. Claimant ran into insured XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4640068907	20030509	Sullivan Henry J	Closed	IV turning R into perking lot OV on R side in XXX	$	0	$	0	$	0

Panther II Transportation, Inc	2002	AUTOMOBILE	4540091071	20030723	Triple Crown,	Closed	Insured had to move Triple Crown Trailer	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0094003	20021216	Ravenna Aluminum,	Closed	Insd missed d/w-pulled into next d/w & cut. thru tawn,	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0094914	20030114	Fangman, Douglas	Closed	When mesrging on to a ramp IV collided with OV	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX009510X	20030109	Pioneer Glass,	Closed	2 Clmt is alleging Insured hit him. Insured is alleging that	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0005X0X	20030210	Kreger, Carl	Closed	TV sideswIped OV	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0095989	20021205	Belhn, Samuel P	Closed	2 Clmts involved in accident They are claiming ins is par	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX00959X9	20021205	Kelly, Gary	Closed	2 clmts involved in accident They are claiming ins is par	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0097712	20030414	Cira Clmt	Closed	Insured in stop and go traffic - when	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0098089	20030429	Smith, Richard	Closed	Insured backed into claimant at truck stop	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX0098309	20030506	Gracia, XXX J	Closed	Claimant ran red light and hit IV no              issued to IV	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX00X8309	20030506	Turner, Douglas	Closed	Claimant ran red light and hit IV no              issued to IV	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	46X0098592	20030505	XXX, XXX Ugoh	Closed	IV driver said another semi (OV) was on his right & was XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4660099170	20030X01	United American,	Closed	Insured hit claimant with taller wheel on the corner right	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	46X010022X	20030702	XXX, Chris	Closed	Insured backed into basketball hoop.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4660100675	2003071X	Hunt, Brands R	Closed	Clmt passing insured, clmt blew a fire swerved into insure	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	466010073X	20030723	XXX Transportation,	Closed	Insured XXX space - Insured traller hit front of claim a	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700067842	2002101X	Flutz, John	Closed	Insured was rear - ended by semi.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700067941	20021010	Unknown,	Closed	IV backed into pole	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	47000XX520	20021101	Plumb, David	Closed	Stop & go traffic - Insured tapped bumper of clmt MI State	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700068873	20021113	Meridian Automotive,	Closed	Conflicting stories, IV driver says door came down while b	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700070801	20030121	Edward Union,	Closed	Ins was at GM plant - stopped at guard shack to get direct	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	470007114X	20030210	TMMK,	Closed	Insured driver turning around in no truck turnaround area.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	470007114X	20030210	Toyota Motor Mfg.	Closed	Insured driver turning around in no truck turnaround area.	$	0	$	0	$	0

Panther II Transportation, Inc	2002	AUTOMOBILE	4700071373	20030212	Cummings, Michael	Closed	Clmt is alleging that insured backed into his parked truck	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700071X83	20030303	Enterprise Leasing Company	Closed	Insured was stopped at end of ramp Semi behind did not stop	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700071683	20030303	Moore, Steven	Closed	Insured was stopped at end of ramp Semi behind did not stop	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700071X83	20030303	Unknown	Closed	Insured was stopped at end of ramp Semi behind did not stop	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700071787	2003022X	Unknown,	Closed	Clmt pulled out in front of insured. Insured collided with	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072506	20030424	Unknown,	Closed	#1 went down wrong ramp at airport. Low clearance on this	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072939	200304314	Unknown,	Closed	#1 in R lane #2 in L lane at red light-Light turned green	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073374	20030510	Monigomery, Freds	Closed	After insured passed a disabled vehicle on the R hand side	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073402	20030512	GM Facility,	Closed	Insured cut the corner and ended up on the guard rail.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073490	20030515	DoYoung, Gordon	Closed	Insured rear ended claimant.	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073920	20030603	Unknown,	Closed	Insured hit bridge	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074196	20030X13	Roberts. XXX	Closed	Insured tore up yard when backing into dock to pick up frel	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074X76	20021009	XXX Clifford,	Closed	Please see attached PIP claim. Clmt              insured. Cl	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074676	20021009	Eric Clifford,	Closed	Please see attached PIP claim. Clmt              insured. Cl	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4710082574	20030X20	Grayer, Eugene	Closed	Claimant stats that insured bumped him in the rear while X	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4720011785	20030127	Palmisano, Anthony	Closed	IV rear ended the OV on RL167 N while OV stopped at traffic	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4720012135	20030211	Meadows, Rick	Closed	While backing out of consignee -claimant is alleging that X	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4720014X4X	20030X09	Registermarks,	Closed	IV was backing into tight dock & struck bricks &              for X	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4720015XXX	20030722	Martinez, Victor	Closed	Insured driver pulled emergency break but truck moved - hit	$	0	$	0	$	0
Panther II Transportation, Inc	2002	AUTOMOBILE	4700070721	20030125	Fields, Paula	Closed	IV was rear ended by OV	$	XX	$	0	$	XX
Panther II Transportation, Inc	2002	AUTOMOBILE	470006XX21	20021111	Jonson, Kris	Closed	IV pulled over to shoulder - no flashers - clmt rear ended IV	$	27	$	0	$	27
Panther II Transportation, Inc	2002	AUTOMOBILE	4X4008835X	2003041X	XXX, XXX	Closed	Truck hit a mail box that was obstructed by a p      of trash	$	52	$	0		S52

Panther II Transportation, Inc	2002	AUTOMOBILE	4XX010177X	2003071X	XXX, Robert P	Closed	IV rear ended OV after OV lane changed into IV lane.	$	103	$	0	$	103
Panther II Transportation, Inc	2002	AUTOMOBILE	4X2010352X	20030815	Hoy, George	Closed	Conflicting stories -Claimant ran into box of insured per	$	138	$	0	$	138
Panther II Transportation, Inc	2002	AUTOMOBILE	470007174X	20030305	Shamrock CO.	Closed	IV rear ended OV on slippery rds	$	154	$	0	$	154
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074X7X	2002100X	XXX Jonn M	Closad	Please see attached PIP claim. Clmt rearended insured. CI	$	196	$	0	$	196
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073500	20030X13	USA Truck,	Closed	Insured backing into parking spot and bumper into clmts sid	$	197	$	0	$	197
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073379	20030510	Flowers, Kevin	Closed	Clmt states that insured struck his vehicle and the Impact	$	200	$	0	$	200
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX009X9X3	2003031X	XXX, Tommy	Closed	IV knocked over a      while turning around at shipper.	$	23X	$	0	$	23X
Panther II Transportation, Inc	2002	AUTOMOBILE	47000X8328	20021004	XXX Express Inc,	Closed	Clmt alleges IV struck mirror on OV	$	247	$	0	$	247
Panther II Transportation, Inc	2002	AUTOMOBILE	47000XXX7X	20020919	Graham, Chris	Closed	IV XXX R hand turn - OV tried to pass & clipped IV in re	$	250	$	0	$	250
Panther II Transportation, Inc	2002	AUTOMOBILE	47000737X4	2003052X	XXX Enterprises,	Closed	Insured drove over XXX onto lawn. Damage to lawn and poss	$	270	$	0	$	270
Panther II Transportation, Inc	2002	AUTOMOBILE	472000X921	20020X15	Valley Crest,	Closed	unknown	$	272	$	0	$	272
Panther II Transportation, Inc	2002	AUTOMOBILE	4X40090057	20030X18	XXX, Ken	Closed	Insured turned corner too short hit parked unit with XXX	$	273	$	0	$	273
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072XXX	20030412	Zipp XXX,	Closed	IV hit dock door not open all way/sun in the driver’s eyes	$	275	$	0	$	275
Panther II Transportation, Inc	2002	AUTOMOBILE	470007143X	200X021X	XXX Yang,	Closed	driver tried truning around and got stuck in clmt’s lawn	$	300	$	0	$	300
Panther II Transportation, Inc	2002	AUTOMOBILE	47100775X9	20021117	Enterprise Rent a Car	Closed	IV driver in parking lot hit parked car which was a rental	$	305	$	0	$	305
Panther II Transportation, Inc	2002	AUTOMOBILE	4X400X224X	20030827	McDonalds,	Closed	Insured turning around from gas station in connecting	$	337	$	0	$	337
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX009X101	20030213	Freeman, XXX	Closed	Iv lost control, backed up into oc’s fence.	$	355	$	0	$	355
Panther II Transportation, Inc	2002	AUTOMOBILE	4XX009X2XX	20030225	Varga, Robert	Closed	Insured came over steep grad into stopped traffic- could n	$	355	$	0	$	355
Panther II Transportation, Inc	2002	AUTOMOBILE	470006X832	20021111	Mesary, Car_1	Closed	Ins. turned around in parking lot - as he was pulling out in	$	35X	$	0	$	35X
Panther II Transportation, Inc	2002	AUTOMOBILE	47000714XX	20030219	Sherill Fox,	Closed	Driver tried turning around and got stuck in client’s lawn	$	3X9	$	0	$	3X9
Panther II Transportation, Inc	2002	AUTOMOBILE	471007674X	20021113	Pro Transportation X, Jack Morris	Closed	IV backong in parking space - rubbed OV’s side mirror & kno	$	393	$	0	$	393

Panther II Transportation, Inc	2002	AUTOMOBILE	4700073207	20030505	XXX, James E	Closed	Insured was lost and driving down a dead end road. Insured	$	431	$	0	$	431
Panther II Transportation, Inc	2002	AUTOMOBILE	4710079152	20030209	Hitz, Stanley	Closed	OV pulled out in front of IV. IV had police escort.	$	435	$	0	$	435

Panther II Transportation. Inc	2002	AUTOMOBILE	4840082966	20021118	Sargent, Steven	Closed	Claimant states that IV backed into him - exiting the shipp	$	437	$	0	$	437
Partner II Transportation. Inc	2002	AUTOMOBILE	4680101475	20030814	Virginia Dept of Transportation	Closed	Insured driver changed lanes - did not see limit Pushed him	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072470	20030405	Thomas Dulyn.	Closed	Details sketchy for copy of report with accident descripllo	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4700075714	20030808	Thompson-Rehm, Sarah	Closed	Insured was backing into empty lot - didn’t see XXX	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4700076198	20030822	Isis Porter,	Closed	insured rearended XXX No damage to XXX auto - but Insur	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4700078198	20030822	Mies Porter.	Closed	Insured rearended dmt. No damage to dmls auto - but Insur	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4720015371	20030708	Better Price Warehouse	Closed	O/O Belt Farm Inc. backed Into gale at shipper	$	500	$	0	$	500
Panther II Transportation, Inc	2002	AUTOMOBILE	4720012334	20030220	Landstar.	Closed	Insured hit dmt while backing in parking space.	$	522	$	0	$	522
Panther II Transportation. Inc	2002	AUTOMOBILE	4700070536	20030117	USA Truck.	Closed	Clmt alleges IV backed Into OV twice and left scene	$	585	$	0	$	565
Panther II Transportation, Inc	2002	AUTOMOBILE	4880098745	20030306	Dana Corp.	Closed	Clmt claims Insured trailer hit one of their parked trailer	$	571	$	0	$	571
Panther II Transportation, Inc	2002	AUTOMOBILE	4680099869	200309824	Tvro Doors Buiscut World	Closed	Insured driver pulled into faculty to ask to directions.	$	633	$	0	$	633
Panther II Transportation, Inc	2002	AUTOMOBILE	4660099873	20030617	Gilbert Jason	Closed	IV rear ended OV	$	860	$	0	$	860
Panther II Transportation, Inc	2002	AUTOMOBILE	4620094832	20021012	Facemine, Jerry	Closed	IV scraped OVsR front fender while making R tum	$	716	$	0	$	716
Panther II Transportation, Inc	2002	AUTOMOBILE	4660108304	20030804	Gahms Truck Paris,	Closed	Claimant is alleging that IV driver hit gate at an auto park	$	775	$	0	$	775
Panther II Transportation, Inc	2002	AUTOMOBILE	4660091976	20021018	Vldak, Bruce	Closed	OV was stopped in traffic and IV rearended OV	$	794	$	0	$	794
Panther II Transportation, Inc	2002	AUTOMOBILE	4700068426	20021002	City of Waukasha.	Closed	Insured making a right turn - ran over stop sign.	$	847	$	0	$	947
Panther II Transportation, Inc	2002	AUTOMOBILE	4640090370	20030630	North Maple Inn,	Closed	Insured driver took out XXX at Consignee - approx. 7 fe	$	885	$	0	$	995
Panther II Transportation, Inc	2002	AUTOMOBILE	4640082819	20021017	Oakhurst Dairy.	Closed	Insured trailer grabbed clmts bumper while Insured was exit	$	890	$	0	$	890
Panther II Transportation, Inc	2002	AUTOMOBILE	4660095883	20030523	American Tower. Attn: skip	Closed	Insured drove onto lawn and got stuck -wrecker removed tru	$	800	$	0	$	900
Panther II Transportation, Inc	2002	AUTOMOBILE	4700070305	20021025	Toyota Rein Dollar.	Closed	Driver took out tree with trailer whinle leaving parking lot	$	800	$	0	$	900
Panther II Transportation, Inc	2002	AUTOMOBILE	4660093334	20021125	Mitchell. Jeff	Closed	Insured driving between loading dock and parked cars - when	$	831	$	0	$	931
Panther II Transportation. Inc	2002	AUTOMOBILE	4700073471	20030514	Olive XXX trucking.	Closed	Claimant claims that Insured ran him odd the road into a d	$	934	$	0	$	934
Panther II Transportation, lnc	2002	AUTOMOBILE	4640089488	20030517	Hernandez, Elizabeth	Closed	Clm rearended IV in heavy traffic on l-95. No damage to	$	863	$	0	$	963
Panther II Transportation. Inc	2002	AUTOMOBILE	4710012049	20030530	Progress Energy GE Northa	Closed	Insured was leaking diesel fuel on shippers property. 8 ft	$	989	$	0	$	969
Panther II Transportation, Inc	2002	AUTOMOBILE	4660094950	20030109	Mul, Lisa	Closed	Insured rolled into the rear of clmt at stop sign.	$	982	$	0	$	982
Panther II Transportation, Inc	2000	AUTOMOBILE	4240031754	20030312	SPS Technologies,	Closed	IV backed Into dock doors	$	986	$	0	$	896
Panther II Transportation, Inc	2002	AUTOMOBILE	4680097544	20030411	Atlas Transportation, Molsay Shulman	Closed	OV was struck by IV-unknown cause.	$	1,131	$	0	$	1,131
Panther II Transportation, Inc	2002	AUTOMOBILE	4860098242	20030502	Donovan, Harry	Closed	IV was turning and aideswiped OV	$	1.143	$	0	$	1,143

Panther II Transportation, Inc	2002	AUTOMOBILE	4660094107	20021218	Hafzidakis.Miko	Closed	IV backed Into OV.	$	1.170	$	0	$	1,170
Panther II Transportation, Inc	2002	AUTOMOBILE	4700071282	20030215	Brumett, Steven	Closed	IV slid on lce into parked OV	$	1.219	$	0	$	1,219
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072309	20030331	Vaccaro.Mel	Closed	OV was lead car going up ramp in construction area, Spotte	$	1.228	$	0	$	1,226
Panther II Transportation, Inc	2002	AUTOMOBILE	4540090404	20030701	Dietech (ConsignXX).	Closed	IV backed into consignees OV	$	1.293	$	0	$	1,293
Panther II Transportation, Inc	2002	AUTOMOBILE	4860O99275	20030803	CohnXX.Ethel	Closed	IV was turning into Flying J Clmt cut him off pulling in an	$	1,320	$	0	$	1,320
Panlher II Transportation, Inc	2002	AUTOMOBILE	4860099518	20030613	Hutchison, Richard	Closed	Insured was backing, up on street to let a semi make a come	$	1.328	$	0	$	1,326
panther II Transportation. Inc	2002	AUTOMOBILE	4700073056	20030430	Slavers, Thomas	Closed	Insured backed up and pulled and caught front end of the ca	$	1.339	$	0	$	1,339
Panther II Transportation, Inc	2002	AUTOMOBILE	4660100579	20030716	XXX,Wolts	Closed	Insured took his eyes off the roadway - clmt stopped in fron	$	1.385	$	0	$	1,385
Panther II Transportation, Inc	2002	AUTOMOBILE	4640089771	20030809	Long, Mike	Closed	Insured was waiting at a light and rolled bck and went on	$	1,388	$	0	$	3,398
Panther II Transportation, Inc	2002	AUTOMOBILE	4240031720	20021207	Wyatt, Jeni	Closed	IV and OV both backed into one another in parking lot	$	1,414	$	0	$	1,414
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072740	20030416	Hayes. Christopher	Closed	IV struck low bridge-debris from IV struck OV windshield	$	1,315	$	0	$	1,415
Panther II Transportation, Inc	2002	AUTOMOBILE	4860096536	20030227	Trail, Thomas D	Closed	Insured pulled into post office driveway Ins went to back u	$	1,426	$	0	$	1,425
Panlher II Transportation, Inc	2002	AUTOMOBILE	4720015995	20030805	Torgamon, shannon E	Closed	OV scraped IV while parking	$	1.437	$	0	$	1,437
Panther II Transportation. Inc	2002	AUTOMOBILE	4700067834	20021009	XXX 2000 LTD,	Closed	Insured was pulling out of dock - hit claimant - causing tr	$	1.472	$	0	$	1,472
Panther II Transportation, Inc	2002	AUTOMOBILE	4860094410	20021216	Steffan Bookbinders, Inc	Closed	Caught box doors on loading door and tore doors off at hing	$	1.583	$	0	$	1,563
Panther II Transportation. Inc	2002	AUTOMOBILE	4660099723	20030610	Progress Energy,	Closed	Insured driver cut corner too sharp - broke power pole in h	$	1,589	$	0	$	1,569
Panther II Transportation. Inc	2002	AUTOMOBILE	4700071049	20030204	Alcoa,	Closed	Insured driver backed into door at dock.	$	1.577	$	0	$	1,577
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074370	20030620	Boaman, Karen	Closed	Insured pulled out in front of claimant from gas station -	$	1,802	$	0	$	1,602
Panther II Transportation, Inc	2002	AUTOMOBILE	464087588	20030327	Martin, Sheryl	Closed	IV backed Into OV	$	1.629	$	0	$	1,626
Panlher II Transportation. Inc	2002	AUTOMOBILE	4840089730	20030809	Kanagarajah. Regulan	Closed	Insured saw claimant backing up and decided to back up to g	$	1,940	$	0	$	1,540
panther II Transportation. Inc	2002	AUTOMOBILE	4700088847	20021105	Koiskoski, Greg	Closed	Insured backed into OV while leaving dock area.	$	1,640	$	0	$	1,540
Panther II Transportation, Inc	2002	AUTOMOBILE	4640088597	20030216	Catelfussio, Guseppa	Closed	Insured driver was stuck In snow - tried to back up to gain	$	1.642	$	0	$	1,542
Panther II Transportation, Inc	2002	AUTOMOBILE	4660099285	20030604	Clouties, Josh	Closed	IV changed lanes not see claimant (OV) &, forced them In	$	1,656	$	0	$	1,858
Panther II Transportation, Inc	2002	AUTOMOBILE	4680093849	20021212	Bodycote.	Closed	IV stuck on ice couldn’t go f/ward-bck’d up & hit cust door	$	1.710	$	0	$	1,710
Panther II Transportallon, Inc	2002	AUTOMOBILE	4700074214	20030613	Midwest Special Services	Opened	Unit #1 hit door, #2a stopped- #3, IV hit 2 and Into #1.	$	0	$	1.842	$	1,842
Panther II Transportation, Inc	2002	AUTOMOBILE	4720013037	20030226	Bagnole, Daniel	Closed	Unknown	$	1,997	$	0	$	1,867
Panther II Transportation, Inc	2002	AUTOMOBLE	4700068400	20021028	Hartman,Arnold A	Closed	IV was pulling out of truck stop - clmt opened his pick up	$	1,895	$	0	$	1,895
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073979	20030603	Kay, Lesile & Joanna	Closed	Insured and claimant were both going hot center lane on 3	$	1,916	$	0	$	1,916
Panther II Transportation, Inc	2002	AUTOMOBILE	4660100579	20030716	Damlco. Marcus P	Closed	Insured took his eyes off the roadway - clmt stopped in fron	$	1.917	$	0	$	1,917

Panther II Transportation, Inc	2002	AUTOMOBILE	4700069019	20021106	Diez, Nicanor	Closed	IV rearended OV	$	1,945	$	0	$	1,945
Panther II Transportation, Inc	2002	AUTOMOBILE	4700076198	20030622	Nelstera Portar.	Closed	Insured rearended clmt. No damage to clmts auto - but Insur	$	2,000	$	0	$	2,000
Panther II Transportation. Inc	2002	AUTOMOBILE	4540089308	20030522	Hollman. Allen	Closed	IV rolled back into dlaimants (OV) vehicle In parking lot	$	2,038	$	0	$	2,038
Panther II Transportation, Inc	2002	AUTOMOBILE	4710077700	20021216	Norfolk & southern R.R	Closed	Insured knocked over RR crossing sign caught sign with tral	$	2,060	$	0	$	2,060
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073996	20030224	Swift.	Closed	Insured struck by a Swift truck in the rear of the vehicle	$	2,111	$	0	$	2,111
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073285	20030507	Laney. Linda	Closed	Insured stopped for traffic light - was too far into Inters	$	2,254	$	0	$	2,254
Panlher II Transportation, Inc	2002	AUTOMOBILE	4700066988	20020911	XXX, Fernando	Closed	IV struck parked OV	$	2,504	$	0	$	2,504
Panther II Transportation, Inc	2002	AUTOMOBILE	4880100815	20030522	XXX	Closed	Insured turning around In service station - knocked over po	$	2,548	$	0	$	2,548
Panther II Transportation, Inc	2002	AUTOMOBILE	4720012837	20030313	Bergeron, Ted	Closed	IV driver hit a XXX while turning	$	2,5877	$	0	$	2,587
Panther II Transportation, Inc	2002	AUTOMOBILE	4660097712	20030414	Denner.John	Closed	Insured in stop and go traffic - when he rearended claiman	$	2,630	$	0	$	2,830
Panlher II Transportation. Inc	2002	AUTOMOBILE	4880099285	20030605	City of Parkersburg.	Closed	Insured cut corner too sharp and knocked over telephone pol	$	2,639	$	0	$	2,839

Panther II Transportation, Inc	2002	AUTOMOBILE	46800051xx	20030123	Evans, Bob	Closed	Insured backed into door at shipper.	$	2,860	$	0	$	2,680
Panther II Transportation, Inc	2002	AUTOMOBILE	4680101877	20030827	Dawson, Richard	Closed	3rd unit pulled out in front of Insured - forcing Insured 1	$	2,801	$	0	$	2,801
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073374	20030510	Beavers, Dana	Closed	After insured passed a disabled vehicle on the R hand side	$	2,758	$	0	$	2,856
Panther II Transportation, Inc	2002	AUTOMOBILE	4640092322	20030831	TA Truck Stop,	Closed	IV driver forgot to set his brake and truck rolled into tru	$	2,943	$	0	$	2,943
Panther II Transportation, Inc	2002	AUTOMOBILE	4710082917	20030709	Pitts, Henry	Closed	C/O Bobby Toombs-insured rear ended cimt	$	2,885	$	0	$	2,973
Panther II Transportation, Inc	2002	AUTOMOBILE	4720011788	20030127	Still, Biffy	Closed	IV rearended the OV on RL 167 while OV stopped at traffic	$	3,039	$	0	$	3,039
Panther II Transportation, Inc	2002	AUTOMOBILE	4700068000	20021013	Dreher, Julie	Closed	IV & OV merged into same lane and collided	$	3,147	$	0	$	3,147
Panther II Transportation, Inc	2002	AUTOMOBILE	4680101475	20030814	Challinor, Katie F	Closed	Insured driver changed lanes-did not see cimt. Pushed him	$	3,104	$	0	$	3,234
Panther II Transportation, Inc	2002	AUTOMOBILE	4700068000	20021013	Dreher, Cheryl	Closed	IV & OV merged into same lane and collided	$	3,287	$	0	$	3,287
Panther II Transportation, Inc	2002	AUTOMOBILE	4640086723	20030304	NEVES, LECEL	Closed	Our driver was backing in and hit Driver#2 open says mino	$	3,340	$	0	$	3,340
Panther II Transportation, Inc	2002	AUTOMOBILE	4710076455	20021104	Alena Vinson,	Closed	Insured rear ended Cimt	$	3,352	$	0	$	3,352
Panther II Transportation, Inc	2002	AUTOMOBILE	4700075193	20030724	Z.F. Balavia,	Closed	IV turning around in driveway, IV backed Into light pole	$	3,500	$	0	$	3,500
Panther II Transportation, Inc	2002	AUTOMOBILE	4640091071	20030723	Owens Coming,	Closed	Insured had to move Triple crown Trailer	$	3,528	$	0	$	3,529
Panther II Transportation, Inc	2002	AUTOMOBILE	4840089821	20030811	Finance, Miniser of	Closed	Insured WB on 401 in Windsor ON- Insured cut of by unknow	$	3,589	$	0	$	3,589
Panther II Transportation, Inc	2002	AUTOMOBILE	4640089471	20030317	NY State Thruway Ath,ority	Closed	Insured backing out of easy pass lane at a toll booth. Burn	$	3,823	$	0	$	3,623
Panther II Transportation, Inc	2002	AUTOMOBILE	4720014952	20030615	Montlet, Monica	Closed	Insured stopped in middle of roadway - and was struck by cl	$	3,748	$	0	$	3,748
Panther II Transportation, Inc	2002	AUTOMOBILE	4660094455	20021209	Matthew Nemance,	Closed	Cimt alleges that insured sideswiped him on exit ramp. Ins	$	3,788	$	0	$	3,786
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074214	20030613	Peterson, Amanda	Opened	Unit #1 hit deer, #2 stopped - #3, IV hit 2 and into #1.	$	0	$	3,898	$	3,898
Panther II Transportation, Inc	2002	AUTOMOBILE	4680090904	20020918	Dix, David	Closed	Detour due to construction -narrow lanes IV hit OV.	$	4,050	$	0	$	4,050
Panther II Transportation, Inc	2002	AUTOMOBILE	4840089807	20030603	BASF,	Closed	IV was turning around -hit claimant and took out set of step	$	4,055	$	0	$	4,055
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073652	20030519	Bianchard, Jennifer D	Closed	IV In R fane and made L turn striking OV.	$	4,250	$	0	$	4,259
Panther II Transportation, Inc	2002	AUTOMOBILE	4700087267	20020919	Rambling Rose Inc.	Closed	IV sideswiped OV	$	4,282	$	0	$	4,282
Panther II Transportation, Inc	2002	AUTOMOBILE	4660101700	20030612	Prima Marketing LLc,	Closed	Insured pulled into gas station to change his headlight - h	$	4,379	$	0	$	4,379
Panther II Transportation, Inc	2002	AUTOMOBILE	4640086041	20021010	Dutta, Shivani	Closed	IV changing lanes, struck ov	$	4,457	$	0	$	4,457
Panther II Transportation, Inc	2002	AUTOMOBILE	4840086780	20021129	Owens, Richard E	Closed	Cimt was parked in no parking zone - ins hit parked vehicle	$	4,474	$	0	$	4,474
Panther II Transportation, Inc	2002	AUTOMOBILE	4700078198	20030822	Amy Porter,	Closed	Insured rearanded cimt. No damage to cimts auto - but insur	$	4,500	$	0	$	4,544
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074140	20030611	Field Pucking Co.,	Closed	IV struck parked OV while backing up	$	4,926	$	0	$	4,925
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072x09	20030331	Carrasco, Daniel	Closed	OVwas lead car going up ramp in the construction area. Spotle	$	5,392	$	0	$	5,382
Panther II Transportation, Inc	2002	AUTOMOBILE	4700088004	20021015	Sills, Amy	Closed	OV was on Hwy 30 and IV got over and hit OV	$	5,476	$	0	$	5,476
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074158	20030613	Penska Lessing,	Closed	Insured and claimant were parked parallel insured was back!	$	5,906	$	0	$	5,906
Panther II Transportation, Inc	2002	AUTOMOBILE	4700070553	20030118	Anderson, Andrew	Closed	Insured travelling in center lane of 1-44. Vehicle in R is	$	5,955	$	0	$	5,955
Panther II Transportation, Inc	2002	AUTOMOBILE	4720021543	20030303	City of Rayville.	Closed	Insd driver hit patch of ice-lost congtrol-jacknified.	$	6,165	$	0	$	6,165

Panther II Transportation, Inc	2002	AUTOMOBILE	4700071519	20030225	Hawkins, Kelly	Closed	Ins lost control/went into ditch/hit OV already in ditch	$	6,820	$	0	$	6820
Panther II Transportation, Inc	2002	AUTOMOBILE	488009724x	20030320	Holland, USF	Closed	Insured caught claimants mirror - bumper- and hood- with	$	7,405	$	0	$	7,405
Panther II Transportation, Inc	2002	AUTOMOBILE	4840091627	20030804	World Sleep Products, Hugh Oxnard	Closed	IV backed into parker unit (OV).	$	7,435	$	0	$	7,435
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073823	20030529	Home Bldg. Cartler, Clinton	Closed	Insured turning L - hit client in front pass side. Third auto	$	8,022	$	0	$	8,022
Panther II Transportation, Inc	2002	AUTOMOBLE	4700074214	20030613	Hoeger, Cathy	Opened	Unit #1 hit deer #2 stopped -#3, IV hit 2 and into #1	$	0	$	8,333	$	8,333
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072133	20030317	Schuchardt, Peter	Closed	insured rear ended client on exit ramp	$	9,334	$	0	$	9,334
Panther II Transportation, Inc	2002	AUTOMOBILE	4660091716	20021011	Fox, Patrenia	Opened	Client pulled out in front or insured - Insured clipped cimt	$	9,699	$	123	$	9,702
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074498	20030628	Markiewicz, Kathy	Closed	Claimant claims insured scraped the side of his car with tr	$	9,866	$	0	$	9,986
Panther II Transportation, Inc	2002	AUTOMOBILE	4700078198	20030822	Lee Porter,	Closed	Insured rearended cimt. No damage to cimts auto - but insur	$	9,937	$	0	$	9,937
Panther II Transportation, Inc	2002	AUTOMOBILE	4700072701	20030219	Stroke, Nicolae	Closed	IV turning left out of fuel Island - OV pulled out of adlac	$	10,355	$	0	$	10,355
Panther II Transportation, Inc	2002	AUTOMOBILE	4880091718	20021011	Wilmington Nissan,	Opened	Cimt pulled out in front of insured - Insured clipped Cimt	$	11,897	$	0	$	11,897
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074214	20030613	Hoeger, Mike	Opened	Unit #1 hit deer, #2 stopped - #3 IV hit 2 and into #1.	$	12,635	$	0	$	12,835
Panther II Transportation, Inc	2002	AUTOMOBILE	48800962x8	20030225	Cluckey, Doreen	Closed	Insured came over steep grad into stopped traffic - could n	$	13,432	$	0	$	13,432
Panther II Transportation, Inc	2002	AUTOMOBILE	4710076455	20021104	Raymond Vinson,	Closed	Insured rear ended Cimt	$	21,105	$	0	$	19,596
Panther II Transportation, Inc	2002	AUTOMOBILE	4660101475	20030814	Henry, Lorraine	Closed	Insured driver changed lanes- did not see client Pushed him	$	21,318	$	0	$	20,416
Panther II Transportation, Inc	2002	AUTOMOBILE	4680100726	20030711	Saunders, Valerie	Closed	Insd attempting to pull out of pkng lot and make left across	$	23,050	$	0	$	23,050
Panther II Transportation, Inc	2002	AUTOMOBILE	4530068114	20030725	Kazimour, Micheal L	Closed	Insured has been named in Lawsuit - please see attached, in	$	25,815	$	0	$	25,815
Panther II Transportation, Inc	2002	AUTOMOBILE	4700073623	20030529	Engel, Ralfegh	Closed	Insured turning L-hit cimt in front pass side. Third auto	$	28,173	$	0	$	2x,173
Panther II Transportation, Inc	2002	AUTOMOBILE	4700074214	20030813	Staffing, Carol	Opened	Unit#1 hit dear, #2 stopped-#3, IV hit 2 and into #1.	$	8,981	$	33,173	$	42,155
Panther II Transportation, Inc	2002	AUTOMOBILE	4660100726	20030711	Ruble. Barbara	Closed	Insd attempting to pull out of parking lot and make left across	$	42,847	$	0	$	42,867
Panther II Transportation, Inc	2002	AUTOMOBILE	4680091718	20021011	Travis, Delorese M	Opened	Client pulled out in front of insured- insured clipped Cimt	$	1,833	$	97,929	$	99,762
Panther II Transportation, Inc	2002	AUTOMOBILE	4720011788	20030127	Reedy, Joseph	Closed	IV rearended the OV on RL.167 N while OV Stopped at traffic	$	223,300	$	0	$	222,363
Panther II Transportation, Inc	2002	AUTOMOBILE	4860094130	20021218	Atkinson, Arthur R	Opened	Intersection of US 178-5C72- 5C122, Ins approaching inters	$	447,861	$	5,878	$	453,884
	2002 Total							$	1,178,182	$	160,974	$	1,326,432
Panther II Transportation, Inc	2003	AUTOMOBILE	1620086743	20040706	Panther II Transportation	Closed	While backing into dock though fuel Isle Insured trailer hit	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	1700083098	20040730	Panther II Transportation	Closed	Insured driver struck overhead canopy.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4120001878	20040706	Roadside Spill,	Closed	For Report Onlyi Client went to pass another vehicle and hit	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4120001880	20040715	Hendrbt, William	Closed	#5 tired to merge in front of insured who swerved to avoid it	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4120001880	20040715	Lambert, George S	Closed	#5 tired to merge in front of insured who swerved to avoid it	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4120001880	20040715	Remediation,	Closed	#5 tired to merge in front of insured who swerved to avoid it	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4240031945	20040209	Marin, Pablo	Closed	Client crosses lane of traffic-Insured struck Cimt and fled s	$	0	$	0	$	0

Panther II Transportation, Inc	2003	AUTOMOBILE	4240031945	20040209	Watties, Tracy L	Closed	Client crosses lane of traffic-Insured struck Cimt and fled s	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4510014528	20040323	Deric, Zdravko	Opened	Insured vehicle rolled over end passenger was Injured	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4620106429	20031209	Winterhalter, Nicholas J	Closed	IV (Justin Boyle) he was in the #1 Lane on US 101 S bound.	$	0	$	0	$	0

Panther II Transportation, Inc	2003	AUTOMOBILE	4620109080	20040406	Lisa Transport,	Closed	Insured driver scraped clmts mirror while parking, Not XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4620111167	20040708	Nissan Technical Center	Closed	While backing into dock though fuel Isle Insured trailer XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4640098422	20040112	Royal Mounted Police, Allen Robertson	Closed	Claimant-Royal Mounted Police/Allen Roberts-IV turning	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4640098585	20040319	City of Westfield,	Closed	Insured driver struck a light pole with XXX while XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4640099368	20040419	Rowsell, Kristopher	Closed	IV rear ended clmt on the QEW. Clmt is now alleging injury	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4640102916	20040816	Falmeron, Julio	Closed	Insd was turning when clml ran into the rear of insd trailer	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660102559	20030922	Virginia Power,	Closed	IV hit telephone pole	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660102943	20031002	Pilot Travel Center,	Closed	Insured driver at scale - pulled out and struck fuel pump w	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660103331	20030901	Paschall Truck Lines,	Closed	Ins driver denies this incident ever happend Clmt cannot t	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660103437	20031020	Willams, Teresa A	Closed	IV pulled into parkign lot to turn around while backing up	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660103907	20031029	PECO,	Closed	IV struck a telephone pole.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660104173	20031107	Bably, Charles	Closed	Clmt tried to cut in stopped traffic hitten our truck, Ins,	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660104218	20031117	J&R Wheel, Randy	Closed	IV hit dockwhile backing. No damage to trailer only to do	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660104492	20031125	Beckler Transportation	Closed	IV backed into a parked OV taller siting at dock	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660104803	20031205	Excel Logistics, Attn: Adam	Closed	Insured pulling out of dock-XXX door off trailer. Ran do	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660105229	20031219	Eagle Global Logistics	Closed	XXX backing into dock-backed into rear doors of XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106307	20040203	ION Beam Application,	Closed	Shipper is claiming insured XXX gate and bent it. Driver is	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106366	20040205	Gipe, Troy W	Closed	Insured was in stop and go traffic. Insured had to stop and	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106366	20040206	Unknown,	Closed	Insured was in stop and go traffic. Insured had to stop and	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106371	20040206	RosaXXX Automotive,	Closed	Insured driver is accused of hitting another truck whiles XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106380	20040226	Terrell, KC	Closed	Insured turning around at shipper. Insured backed into overXXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660107235	20040312	USF Holland,	Closed	Insured travelling south on 1-79-being passed by claiment,	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660108176	20040415	Abney, KXXX	Closed	Chain reaction accident. 3rd auto stopped to avoid 4th unit	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660108783	20040316	Transit All Service,	Closed	Ins slid on ice-lost control started to XXX tried t	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660108784	20040506	Unknown,	Closed	Ins. made right turn from Rhoades to service. Traller XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660109344	20040526	Venish, Fredrick	Closed	Insured Won Spencer - claimant parked E on Spencer, insured	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660109482	20040509	Gibson, StXXX	Closed	Insured stopped at 4 way stop. Clmt hit insured in rear pass	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660109722	20040203	Ponton, Kristen (Robert)	Closed	3 car chain reaction- Insd apparently slowing due to servers	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660109722	20040203	Transportation Inc., Panther II	Closed	3 car chain reaction- Insd apparently slowing due to servers	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660109722	20040203	Unknown, OV2	Closed	3 car chain reaction- Insd apparently slowing due to servers	$	0	$	0	$	0

Panther II Transportation, Inc	2003	AUTOMOBILE	4660111115	20040730	Guest, Nancy	Closed	Something came off insured-s trailer-hitting clmt	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4660111614	20040815	All American EnvironmentX	Closed	Clmt alleges that insured hit his parked dump truck when ins	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700076748	20030924	Dood, Mary Ja	Closed	IV hit clmt miror while clmt was parked, XXX clmt’s mirr	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700076925	20031002	Berger Jenifor,	Closed	Insured pulled out in front of clmt. Clmt hit insured.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700076980	20031003	Unknown,	Closed	Insured turning right on red into truckstop. Clmt turning	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700077391	20031017	GXrant, Kim M	Closed	Claimant pulled out in front of insured. Insured hit claims	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700077391	20031017	KuXXX, Sara A	Closed	Claimant pulled out in front of insured. Insured hit claims	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700078740	20031217	Johnson, Glen	Closed	IV traveling 8 on 1-75 lost control hit concrete wall. Cis	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700078740	20031217	Unknown, un	Closed	IV traveling 8 on 1-75 lost control hit concrete wall. Cis	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700078784	20031217	PAM Motor Freight,	Closed	IV backed into OV while it was at the dock.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700078820	20031218	Fabian, JXus	Closed	Insured struck a park unit XXX fuel island. Clmt XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700079455	20040121	Seal Fab Corp,	Closed	Insured backing into dock - backed into ladder inside dock p	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700080135	20040219	National Freight Carriers	Closed	IV pulled out of spot and struck OV with rear of traller - o	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700080391	20040302	White, Doug	Closed	Clmt alleges insured hit his truck. Insured denies.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700081387	20040414	Fields, George	Closed	Driver came off exit ramp - tried to stop - could not -went	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700081587	20040427	Petal, Rosita D	Closed	Insured turning into truck stop - Clmt also turning - Insure	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700082844	20040524	AT&T,	Closed	Driver struck a train trestle with steeper-and got stuck und	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700082644	20040524	Norfolk,	Closed	Driver struck a train trestle with steeper-and got stuck und	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700082938	20040626	Walmart,	Closed	Ins driver struck low clearance market in Wal-Mart parking XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083049	20040228	Cotton, David	Closed	IV XXX OV	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083368	20040715	United Transportion,	Closed	Insured backed Into parked clalmant.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083454	20040719	Conner, Royce	Closed	Insured struck electric pole and phone line.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083846	20040727	Brindist, Rose	Closed	OV lane ends-and she tried to push her way in and struck XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083034	20040804	Castido, Mika	Closed	#1 (IV) merging from ramp onto US20-#1 had green light.	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4700085077	20040726	Hollar, Cory N	Closed	IV polled off to the wrong side of the road - OV went to go	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710084448	20030905	Warren, Damon	Closed	Claimant hit insured from behind. Claimant called insured	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710084825	20030912	Power Company,	Closed	Insured turning around - ICC Dumper on trailer caught guide	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710085269	20031008	Ketchum, Ed	Closed	IV on 1-40 In 3rd lane. OV in 1st lane. IV and OV both XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710088473	20031128	WoXXX, Cindy	Closed	Clmt is alleging that insured “kicked up” stone that cracke	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710088970	20031201	Gamer, Janet	Closed	OV made XXX L hand turn in front of IV - IV struck OV	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710087116	20031222	Cason, Jennifer	Closed	IV was leaving fuel island - put into reverse instead of dr	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710089411	20040117	Unknown,	Closed	Insured driver felt asleep and ran into the rear of the XXX	$	0	$	0	$	0

Panther II Transportation, Inc	2003	AUTOMOBILE	4710090145	20040430	Krasner, Construction,	Closed	Axel came off trailer - tire flew off and hit buiding..	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710091954	20040719	Unknown,	Closed	OV passed IV and then slammed on the brakes causing IV to re	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710092430	20040809	Richards, Rex	Closed	insured was backing into tight spot - insured bumped clmts a	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4710092481	20040810	Turner, Thomas C	Closed	Insured travelling in far L lane. Clmt is far R. Both attempt	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720019269	20040124	City of XXX Texas,	Closed	While ins. was turning - bumped into clmts car. Clmts car wa	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720019379	20040130	Goodwin, Stella	Closed	IV driver lost -attempting turn around - hooked on cable	$	0	$	0	$	0

Panther II Transportation, Inc	2003	AUTOMOBILE	4720020034	2004022X	Brash, Michael	Closed	XXX alleges insured ran him off the road- XXX had no othe	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720020450	2004032X	Edison, XXX and Rick	Closed	Drive shall fell out of insured unit. Two vehicles hit XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720020450	2004032X	unknown,	Closed	Drive shall fell out of insured unit. Two vehicles hit	$	0	$	0	$	0
Panther II Transportation, lnc	2003	AUTOMOBILE	47200215X5	20040527	Unknown,	Closed	Rep from gas station stated that our driver pulled down powe	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	47200221X1	20040X2X	Reed, Angela	Closed	IV turning R OV passing IV on Left struck IV L front corner	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022194	2004062X	XXX, Lee	Closed	IVhit parked OV	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022735	20040X02	XXX, XXX	Closed	Ins travelling down highway - when tool box came off truck, a	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	472002308X	20040817	Gateway Printing,	Closed	Insured driver was boing guided into dock & struck a XXX po	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4X00010107	20040715	Workman, Hayward	Closed	Insd driver on hwy, an unk. veh pulled out into insd driver	$	0	$	0	$	0
Panther II Transportation, Inc	2003	AUTOMOBILE	4X4010114X	20040X14	Bradley, Johnathan XXX	Closed	Ins. changing lanes and apparently struck clmt. Police	$	5	$	0	$	5
Panther II Transportation, Inc	2003	AUTOMOBILE	47100XX193	20031102	Unknown,	Closed	Ins. did not know that he damaged XXX motorcycle until a	$	5	$	0	$	5
Panther II Transportation, Inc	2003	AUTOMOBILE	4X20109XX0	20040510	Unknown,	Closed	Insured unit hit XXX while backing out of lot.	$	5	$	0	$	5
Panther II Transportation, Inc	2003	AUTOMOBILE	4700077XX5	20031113	XXX, Gary	Closed	IV struck OVwhlie making left tum	$	6	$	0	$	6
Panther II Transportation, Inc	2003	AUTOMOBILE	470007XXXX	20031215	Hackman, XXX	Closed	XXX lost control - hit our Insured. Major damage to XXX	$	7	$	0	$	7
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0111014	20040730	General Motors,	Closed	IV struck post in driveway while XXX XXX area XXX tig	$	8	$	0	$	8
Panther II Transportation, Inc	2003	AUTOMOBILE	4700064057	20040X14	Botkins, Ronald	Closed	Claimant broke down in middle of country road, Insured did	$	9	$	0	$	9
Panther II Transportation, Inc	2003	AUTOMOBILE	46XXXX7144	20040202	DreanXXXstrick, Jon	Closed	Insured on Easton Ave, - while traveling S.- Insured XXX	$	9	$	0	$	9
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X0707	20040316	Tina Marie Pries,	Closed	IV stopped for sign - looked both ways - than proceeded XXX	$	9	$	0	$	9
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3372	20040715	ComEd,	Closed	Driver struck a low hanging power line.	$	10	$	0	$	10
Panther II Transportation, Inc	2003	AUTOMOBILE	4720019404	20040202	BFXXX,	Closed	XXX pulled from side XXX and broadsided insured - XXX	$	12	$	0	$	12
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X103X	2004XX03	Quiet, Francis	Closed	Insured travelling north - claimant opened drivers door- ins	$	14	$	0	$	14
Panther II Transportation, Inc	2003	AUTOMOBILE	4720020372	20040323	Walts, Wendy	Closed	Ins turning R from lot. OV pulled up to turn R. IV making	$	23	$	0	$	23
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400X3558	20031008	Unknown,	Closed	Insured turning right at Intersection -hit light pole on co	$	30	$	0	$	30
Panther II Transportation, Inc	2003	AUTOMOBILE	47100XX004	20040317	Hurtburt Field XXX B	Closed	Insured scraped side of consignee-s building _tuck - also	$	60	$	0	$	60
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X24X2	20040X11	Triple Crown Service,.	Closed	Insured was backing into tight spot at consignee. Insured d	$	81	$	0	$	61
Panther II Transportation, Inc	2003	AUTOMOBILE	470007XX11	20031211	Ingersoll, Attn: Gary Downing	Closed	Insured backing into dock - door swung open and caught side	$	85	$	0	$	X5
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022735	20040802	Bales, Jr., Charles	Closed	Ins traveling down highway - when tool box came off truck, s	$	98	$	0	$	98

Panther II Transportation, Inc	2003	AUTOMOBILE	4XXXXXXXXX	2004011X	Hetrick, Ed	Closed	XXX called Ins. to report XXX Panther XXX had run over it	$	101	$	0	$	101
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X4050	20040721	Wow Logistics,	Closed	Insured XXX backed up and bent dock plate. See attached b	$	12X	$	0	$	128
Panther II Transportation, Inc	2003	AUTOMOBILE	4710089174	20040323	Inter American,	Closed	Insured driver look out XXX - while backing in at shippe	$	150	$	0	$	150
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022216	20040702	Martin, XXX	Closed	As Insured and claimant XXX were XXX right they XXX	$	1XX	$	0	$	1XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4700077XXX	20031016	Pride Transport,	Closed	Insured backed into a parked unit.	$	174	$	0	$	174
Panther II Transportation, Inc	2003	AUTOMOBILE	4XXXXX3252	20040X30	Hargrove, XXX	Closed	Insured struck XXX XXX while backing into XXX.	$	208	$	0	$	208
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3735	20040731	XXX, Larry	Closed	Ins tried to make a turn and slid into XXX. XXX was a par	$	227	$	0	$	227
Panther II Transportation, Inc	2003	AUTOMOBILE	4XXXXXX721	20040505	Stevens, Sarah	Closed	IV travelling up ramp to exit - OV stopped suddenly IV could	$	245	$	0	$	245
Panther II Transportation, Inc	2003	AUTOMOBILE	4XXX107741	20040331	United Plastics, Contact: XXX XXX	Closed	IV backing into dock - caught power line - and XXX them dow	$	2XX	$	0	$	2XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4800010107	20040715	Major, XXX	Closed	Insd driver on XXX, an unk. veh pulled out into insd driver	$	2X5	$	0	$	2X5
Panther II Transportation, Inc	2003	AUTOMOBILE	4700080285	20040225	Dart TransXX for XXX	Closed	IV pulling out of parking space clipped the mirrors on XXX	$	2X7	$	0	$	2X7
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X751	20030X22	XXX, MaryA	Closed	IV reanended Clmt in stop and go traffic	$	345	$	0	$	345
Panther II Transportation, Inc	2003	AUTOMOBILE	4X201122X2	2004XX19	Northway High XXX, XXX	Closed	Insured river caught fence and pulled post out of the ground	$	350	$	0	$	350
Panther II Transportation, Inc	2003	AUTOMOBILE	472001X37X	20040130	gamer, Rodney	Closed	IV driver lost - attempting to XXX around - XXX on cable	$	3X0	$	0	$	3X0
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X71X	20031214	Prime Co.,	Closed	While Insured was backing out of parking spot at truck stop	$	3X3	$	0	$	3X3
Panther II Transportation, Inc	2003	AUTOMOBILE	4X00010107	20040715	Fox, Jennifer	Closed	Insd driver on XXX, an unk. veh pulled out into insd driver	$	430	$	0	$	430
Panther II Transportation, Inc	2003	AUTOMOBILE	4XXXXXXXXX	20031105	XXX, James	Closed	XXX: Hamar, IV backed into CV while parked in parking lot	$	447	$	0	$	447
Panther II Transportation, Inc	2003	AUTOMOBILE	4700077571	20031025	Truck Stop, Robert Jenkins	Closed	IV getting truck washed-drove into wash bay before it was a	$	500	$	0	$	500
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3946	20040_09	Kenneth Smith, Inc.,	Closed	Ins. was stopped because XXX was blocking roadway. Clmt XXX	$	500	$	0	$	500
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0107443	20040320	Wright, Judy	Opened	IV merging onto highway- XXX XXX travailing behind In	$	0	$	501	$	501
Panther II Transportation, Inc	2003	AUTOMOBILE	4XXX11231	20040X05	Phillips, XXX	Closed	IV rolled back into OV	$	540	$	0	$	540
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X04X2	20040305	Bert’s Chuck Wagon,	Closed	Driver knocked down light pole with traffic device attached	$	55X	$	0	$	55X
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X13X7	20040414	Bridgeport Township, Dick Dunnill	Closed	Driver came off exit ramp - tried to stop - could not - went	$	5X0	$	0	$	5X0
Panther II Transportation, Inc	2003	AUTOMOBILE	470007XX27	20031001	XXX, Luther	Closed	iv and ov backed into each other par report	$	X32	$	0	$	X32
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400XX2X4	2004030X	Lowe’s,	Closed	Insured driver ran over Island at Lowe- X. Struck XXX and	$	632	$	0	$	X32
Panther II Transportation, Inc	2003	AUTOMOBILE	40400XX5XX	20040211	XXX Shell Gas Statio.n	Closed	IV pulling out of truck stop - caught sign with XXX.	$	X33	$	0	$	X33
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X721	20040505	Stevens, matthew	Closed	IV traveling up XXX to exit - OV stopped suddenly IV could	$	650	$	0	$	X50
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0107421	20040315	Cooper, Sandy	Closed	Insured bumped into XXX in parking lot while he was XXX	$	702	$	0	$	702

Panther II Transportation, Inc	2003	AUTOMOBILE	470007XX44	20031120	Byard, John T	Closed	Per police report - our Insured - was stopped at stop light	$	747	$	0	$	747
Panther II Transportation, Inc	2003	AUTOMOBILE	470007707X	20030X23	Deshi XXX,	Closed	Insured backed into clmt turning around in parking lot.	$	765	$	0	$	765
Panther II Transportation, Inc	2003	AUTOMOBILE	47100XXXXX	20040413	Moreno, Frank	Closed	Insured pulling from between 2 parked units - Insured backed	$	7X1	$	0	$	XX1
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X303	20040524	XXX, Bryan	Closed	Insured driver made ruts in the lawn while putting into lot	$	808	$	0	$	808
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0109577	20040115	Cicco, Mary C	Closed	Lackawanna County. See attached police report. Reported by	$	X10	$	0	$	X10
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X0X30	2004032X	Lisa Motor Lines,	Closed	CL: Lisa Motor lines. IV backed into CL vehicle.	$	X25	$	0	$	X25
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X25X5	2004052X	Boyd, Rory	Closed	IV turning around when struck OV	$	X34	$	0	$	X34
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X35XX	20040503	Branch, Ezell	Closed	IV was changing lanes and struck OV	$	XX3	$	0	$	XX3
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X24XX	20040X0X	Wheeler, Robert	Closed	IN caught front corner of parked unit while pulling out.	$	899	$	0	$	899
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010563X	20040110	XXX Transportation,	Closed	IV backed into OV in truck stop	$	900	$	0	$	900
Panther II Transportation, lnc	2003	AUTOMOBILE	47100XXX31	20040521	Koat of Tennessee In, Ken	Closed	Insured driver struck 2 awnings at dock while backing in.	$	913	$	0	$	913
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X04X3	2004030X	Robert Thompson Transport	Closed	XXX is alleging that insured backed into his truck, Insure	$	923	$	0	$	923
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022024	20040X20	Simecer, Steve	Closed	Insured-s XXX XXX - XXX struck car behind him	$	942	$	0	$	942

Panther II Transportation, Inc	2003	AUTOMOBILE	47100XX74X	20040407	TRW Inc.	Closed	IV driver struck door while backing into loading dock	$	XX4	$	0	$	XX4
Panther II Transportation, Inc	2003	AUTOMOBILE	4720023XX0	20040X2X	Ashby, Dan	Closed	Insured driver made ruts in yard and damaged XXX.	$	X70	$	0	$	X70
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0107XX1	20040325	Collins & Alkens/Noe, I Spe	Closed	CL: Collins & Alkens, IV backing into a dock and struck a ga	$	XX2	$	0	$	XX2
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400X6135	20031007	Dobmeler Janitor Inc.	Closed	Driver damaged dock. Stated he would pay for damage - paid	$	1,000	$	0	$	1,000
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0109981	20040X18	Johnson Gll	Closed	Insured cought power line XXX/trailer	$	1,000	$	0	$	1,000
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX01074X3	20040320	Wright, Steven	Opened	IV merging onto highway-clmt Stafanko travelling behind in	$	0	$	1002	$	1002
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0105134	20031212	Lyon, Debra	Closed	IV backed up at Intersection of airport-backed into OV beh	$	1,04X	$	0	$	1,04X
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX01044X3	2003112X	Sunoco Gas Station, Dave Takhar	Closed	IV swerced to miss block - XXX got stuck on gas & hit pole	$	1,102	$	0	$	1,102
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400X5055	20031125	TRL Inc.	Closed	IV pulling away from fuel station didn’t see OV to his right	$	1,134	$	0	$	1,134
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3723	2004072X	Watson, Patricia	Closed	Ins. thought XXX was turning - clmt did not - ins. struck XXX	$	1,134	$	0	$	1,134
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X42X	20040424	XXX Inc., Anthony	Closed	IV driver tried to avoid hitting an XXX in a construction	$	1,20X	$	0	$	1,20X
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400XX35X	20040419	Hise, Mary	Closed	Insured driver backed up to let semi make a turn in front.	$	1,20X	$	0	$	1,20X
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX01025XX	20030X23	Graham-Petty, Gloris A	Closed	Insured behind XXX at stop light. Light turned green	$	1,220	$	0	$	1,220
Panther II Transportation, Inc	2003	AUTOMOBILE	4X400X5422	2003120X	Morin, Gall	Closed	Insured backing into parking space - caught back end of XXX	$	1,240	$	0	$	1,240
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X5X4	20040430	Waico Corporation,	Closed	Insured driver stuck building at shipper	$	1,2X0	$	0	$	1,2X0
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X002X	20040210	Illinois Dept. of Transportation	Closed	For Record Only. Insured driver making a turn - XXX elec	$	1,2XX	$	0	$	1,2XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4X401016XX	20040602	Mehen, Harmesh K	Closed	Insured merged into XXX	$	1,2X4	$	0	$	1,2X4
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X04X2	20040305	XXX Dept. of Transportation	Closed	Driver knocked down light pole with traffic device attached.	$	1,3X1	$	0	$	1,3X1
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X15X7	20040701	Vazquez, Gullerno	Closed	Insured backed into parked XXX.	$	1,411	$	0	$	1,411
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X1X5X	20040501	Bangstrom,	Closed	Dock damaged by driver backing in. See attached estimate.	$	1,431	$	0	$	1,431
Panther II Transportation, Inc	2003	AUTOMOBILE	4X601045X4	20031126	Henry, Nicole M	Closed	Insured was rear ended by XXX. Claimant is saying we XXX	$	1,4X1	$	0	$	1,4X1
Panther II Transportation, Inc	2003	AUTOMOBILE	4720021X95	2004061X	XXX, XXX	Closed	Ins. turning R XXX middle turn lan - XXX came up on R when	$	1,500	$	0	$	1,500
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0110425	20040707	Chartand, Janice	Closed	Insured backed into parked XXX	$	1,50X	$	0	$	1,50X
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X545X	20031015	JOSEPH, MATTHEW	Closed	Insured driver unaware of accident. FL. State XXX Patrol XXX	$	1,535	$	0	$	1,535
Panther II Transportation, Inc	2003	AUTOMOBILE	47100XX42X	20031214	Knight, Tine	Closed	XXX claims that Insd hit the front of his tractor. Ins XXX	$	1,5XX	$	0	$	1,5XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0105X00	20040109	Deson, Gary	Closed	Insured backed into parked XXX - then into 3rd unit. Unit w	$	1,570	$	0	$	1,570
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X34X	2004052X	XXX, William	Closed	IV backed into OV	$	1,573	$	0	$	1,573
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X7XX	20030X25	Porter Paints,	Closed	Insured turned around in parking lot of Porter Paints. Ins	$	1,X20	$	0	$	1,X20

Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0103X5X	2003110X	Linpold & Arnel,	Closed	CL: Linpoid, IV truning in parking lot and struck CL with	$	1,X3X	$	0	$	1,X3X
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X274	20031024	Automotive, Tower	Closed	Insd. Turning into customers parking lots - had to turn shar	$	1,712	$	0	$	1,712
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0104XXX	20031115	XXX Thermal, Produ	Closed	IV backing into dock at consignee. XXX was parked in XXX	$	1,744	$	0	$	1,744
Panther II Transportation, Inc	2003	AUTOMOBILE	4X20110X5X	20040225	Jamison-Birks Norma	Closed	Insured turning left - claimant came around on the left hit	$	1,7X3	$	0	$	1,7X3
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010770X	20040330	City of Beneca,	Closed	Insurd driver turning around in parking lot - hit and knock	$	1,800	$	0	$	1,800
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X333X	20040714	House, Cordanials	Closed	XXX reported accident to insured. Claimant claims that	$	1,X17	$	0	$	1,X17
Panther II Transportation, Inc	2003	AUTOMOBILE	46400XXX41	20040401	Cash True Value Home, Center	Closed	Insured pulling away from XXX - was in a tight spot - had XXX	$	1,823	$	0	$	1,823
Panther II Transportation, Inc	2003	AUTOMOBILE	4X2010X831	20041319	L & L Nursery Supply, Inc	Closed	IV hit gate and wall at shipper while pulling in.	$	1,850	$	0	$	1,850
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0105159	2003121X	Jackson, Sarah	Closed	XXX Jackson IV & CV both making R head turn. IV struck C	$	1,878	$	0	$	1,87X
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0111015	2004072X	Baker, XXX	Closed	IV was stopped by police and told he had stuck claimant. IV	$	1,XX3	$	0	$	1,XX3
Panther II Transportation, Inc	2003	AUTOMOBILE	46601054X0	20031222	TMSI Logistics,	Closed	IV backed into parked OV	$	1,916	$	0	$	1,916
Panther II Transportation, Inc	2003	AUTOMOBILE	466010X7X3	20040316	XXX Public Power	Closed	Ins slid on ice-lost control started to jackknife tried t	$	1,945	$	0	$	1,945
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X8456	20040615	Khoury, XXX	Opened	See attached letter of representation. All details unknown	$	0	$	2,001	$	2,001
Panther II Transportation, Inc	2003	AUTOMOBILE	4840099498	20040421	Quick,	Closed	Insured hit a parked auto.	$	2,03X	$	0	$	2,038
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0102XX4	20030X24	Thibodeau, Martin	Closed	Insured “XXX” front of XXX	$	2,0X3	$	0	$	2,0X3
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0111794	20040829	Green, Leonard	Closed	Insured sideswiped XXX while pulling out of parking lot.	$	2,141	$	0	$	2,141
Panther II Transportation, Inc	2003	AUTOMOBILE	4700054107	2004081X	Trans Frieght LLC,	Closed	IV van popped out of gear rolled forward into parked OV	$	2,169	$	0	$	2,169
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010XX57	2004022X	Yellow Frieght,	Closed	While backing into dock - insured driver caught XXX fende	$	2,203	$	0	$	2,203
Panther II Transportation, Inc	2003	AUTOMOBILE	47000830X7	20040702	XXX Craftsman,	Closed	While turning around - insured struck parked XXX.	$	2,254	$	0	$	2,254
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X4409	20040830	SSI Technologies Inc.,	Closed	Insured driver struck building while backing into dock. Bro	$	2,25X	$	0	$	2,25X
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX01074X3	20040320	XXX Diane	Opened	IV merging onto highway - XXX XXX traveling behind in	$	16X	$	2,161	$	2,327
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3XX4	20040X02	US Bank,	Closed	Dock door was damaged by insured XXX truck.	$	2,41X	$	0	$	2,415
Panther II Transportation, Inc	2003	AUTOMOBILE	47200215X7	20040528	Sparkman, Irvin	Closed	Insured backed into claimants parked vehicle	$	2,4X4	$	0	$	2,4X4
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X51X	20040213	Rice, Gary	Closed	While insured vehicle was backing into dock - he hit XXX.	$	2,468	$	0	$	2,468
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX01049X5	20031211	Erb, Tammy	Closed	Semi pulled out of driveway in front of our XXX Backe	$	2,4XX	$	0	$	2,4XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4X2011254X	20040X24	XXX, XXX	Closed	Insured backing in at XXX lot when he struck XXX XXX	$	2,52X	$	0	$	2,52X
Panther II Transportation, Inc	2003	AUTOMOBILE	4800010107	20040715	Southeastern Freight, Lines	Closed	Insd driver on hwy, an XXX XXX pulled out into XXX driver	$	2,54X	$	0	$	2,54X
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3240	2004070X	Brougher, XXX	Closed	Insured XXX thru water in intersection and hit claims	$	2,584	$	0	$	2,XX

Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0109541	2004XX03	Chambers, Shawn	Closed	Insured driver drove past driveway - slammed on brakes and b	$	2,445	$	0	$	2,590
Panther II Transportation, Inc	2003	AUTOMOBILE	4X40100XX1	20040524	Kellogg, XXX	Closed	Claimant states XXX run over sign and tore up the lawn on XXX	$	2,592	$	0	$	2,592
Panther II Transportation, Inc	2003	AUTOMOBILE	4700078732	20031213	ASYST Technology LLC,	Closed	As insured driver was backing out of garage clipped XXX	$	2,752	$	0	$	2,752
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0108310	20040420	IKEX, Chip Gachou	Closed	IV hit pole. Pole is used for security lighting in parking XXX	$	2,7XX	$	0	$	2,7XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4X40101944	20040715	Malek, XXX	Closed	XXX changing lines XXX stuck clmt. XXX XXX did not see clmt.	$	2,XX1	$	0	$	2,XX1
Panther II Transportation, Inc	2003	AUTOMOBILE	47100XXXXX	200X0X12	Whirlpool XXX	Closed	Insured backed into dock at customers XXX attached report.	$	2,812	$	0	$	2,812
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0104050	2003110X	Carolyn, Duaningan	Closed	IV backed onto road and struck OV	$	2,841	$	0	$	2,841
Panther II Transportation, Inc	2003	AUTOMOBILE	4510014528	20040323	NYS Throway Authority	Opened	Insured vehicle rolled over and passenger was injured	$	2,XX0	$	0	$	2,XX0
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022735	20040802	XXX, Kendall	Closed	Ins traveling down highway - when tool box came off truck, a	$	2,XX5	$	0	$	2,XX5
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0111521	20040817	Ricker, James M	Closed	IV trying to back off roadway and struck OV who was behind XXX	$	2,X55	$	0	$	2,9X5
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X322	20031128	Williams, Shawn	Closed	Insured caught the front of clmts truck at fuel station.	$	2,9X2	$	0	$	2,9X2
Panther II Transportation, Inc	2003	AUTOMOBILE	4700081X07	2004042X	Central XXX,	Closed	Turning around in parking lot - XXX overhang clipped XXX	$	2,9X1	$	0	$	2,9X1

Panther II Transportation, Inc	2003	AUTOMOBILE	47000XXXX	20040330	Smith, Tim	Closed	Insd sideswiped Clmt - s unit - taking off Clmt - s mirror - & s	$	3,0XX	$	0	$	3,0XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4700081383	20046419	Rudoll, Gene	Closed	IV Hit parked CV	$	3,032	$	0	$	3,132
Panther II Transportation, Inc	2003	AUTOMOBILE	4660105940	20040301	Holland, David	Closed	Insured hit clmt backing. Claim never called In. Pleas	$	3,13X	$	0	$	3,136
Panther II Transportation, Inc	2003	AUTOMOBILE	4700082592	20040613	Cuevas, Jimmy	Closed	Insured turning right - swung out to make turn - clmt came u	$	3,152	$	0	$	3,152
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022312	20040709	Sonic Drive Thru,	Closed	While leaving a drive thru parking lot Insured hit canopy	$	3,170	$	0	$	3,170
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022400	20040714	Perkins, Joel	Closed	Insured backed up into claimant who was behind him	$	3,360	$	0	$	3,380
Panther II Transportation, Inc	2003	AUTOMOBILE	486010252X	20030919	Edge, Latania R	Closed	Insured merging onto 195 while entering right lane - Clmt	$	3,4XX	$	0	$	3,4XX
Panther II Transportation, Inc	2003	AUTOMOBILE	4X060105800	2004010X	Shearer, Corwin	Closed	Insured backed into parked Clmt - then into 3rd unit. Unit w	$	3,49X	$	0	$	3,49X
Panther II Transportation, Inc	2003	AUTOMOBILE	47200221X1	20040XXX	State Farm as Subro, gee of Angela Reed	Closed	IV turning R OV passing IV on Left struck IV L front corner	$	3,516	$	0	$	3,516
Panther II Transportation, Inc	2003	AUTOMOBILE	4680106051	20040504	Contract, John R	Closed	IV hit OV that was parked	$	3,634	$	0	$	3,634
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX10X5728	2004050X	Counts, Jeffrey J	Closed	Insd & clmt received citation. IV on road too small for	$	3,572	$	0	$	3,X72
Panther II Transportation, Inc	2003	AUTOMOBILE	4700076208	20030903	Ward, Richard	Closed	Insured dropped phone bent over to pick it up when he looks	$	3.X49	$	0	$	3,949
Panther II Transportation, Inc	2003	AUTOMOBILE	466010X835	20040225	Progressive stamping, & Fabrication	Closed	While backing into dock - trailer caught door frame and XXX	$	4,144	$	0	$	4,144
Panther II Transportation, Inc	2003	AUTOMOBILE	46400X3017	20030922	Consignee; Tammy Gro, ves	Closed	Insured XXX pulling in at consignee and struck a post an	$	4,185	$	0	$	4,168
Panther II Transportation, Inc	2003	AUTOMOBILE	4720020873	20040419	Marlast, George F	Closed	IV rear ended OV	$	4,193	$	0	$	4,193
Panther II Transportation, Inc	2003	AUTOMOBILE	4100010107	20040715	Hendnx, William	Closed	Insd driver on toy, an unk. veh pulled out into lead driver	$	4,437	$	0	$	4,437
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X2547	20040X10	OBX	Closed	While backing into dock - Insured backed into claimant	$	4,671	$	0	$	4,671

Panther II Transportation, Inc	2003	AUTOMOBILE	4X400X73XX	20040XXX	Raynoso, Pedro	Closed	Insd making R turn onto Medford ST Clmt traveling toward in	$	4,725	$	0	$	4,726
Panther II Transportation, Inc	2003	AUTOMOBILE	471009233	20040X14	Craven, John	Closed	While Insured was turning around in parking lot - hit rear	$	4,743	$	0	$	4,743
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X2933	20040X27	XXX, XXX	Closed	Insured turning right - when clmt ran into side of insured.	$	4.744	$	0	$	4,744
Panther II Transportation, Inc	2003	AUTOMOBILE	4700079515	20040110	Habter, Dale	Closed	IV pulling out of parking space - IV trailer caught parked O	$	4,753	$	0	$	4,753
Panther II Transportation, Inc	2003	AUTOMOBILE	47000791X4	20040109	Mike, Snow J	Closed	IV backed into mailbox that fell over XXX parked OV.	$	4,934	$	0	$	4,834
panther II Transportation, Inc	2003	AUTOMOBILE	47100X528X	2003100X	Thompson, John	Closed	IV on 1 - 40 E in 3rd lane. OV in 1st lane. IV and OV both t	$	4,972	$	0	$	4,972
Panther II Transportation, Inc	2003	AUTOMOBILE	466011042X	20040708	Brebe, Herry	Closed	insured backed into parked claimant	$	5,03X	$	0	$	5,03X
Panther II Transportation, Inc	2003	AUTOMOBILE	4660102313	20030911	XXX. Mike	Closed	Clmt alleges that insured backed in parked vehicle, Insured	$	5,067	$	0	$	5,067
Panther II Transportation, Inc	2003	AUTOMOBILE	4700081602	20040427	Toth, Andrew G	Closed	Claimant struck Insured in front line. Claimant alleges ins	$	5,405	$	0	$	5,250
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X0340	20040301	Freedom Express/Dome. Irfo	Closed	Insured claims clmt hit her in rear - clmt claims Insured at	$	5,559	$	0	$	5,559
Panther II Transportation, Inc	2003	AUTOMOBILE	4700083722	20040730	Toyota Technical Coen. Guy Girard	Closed	Insured driver struck overhead canopy.	$	6,201	$	0	$	8,201
Panther II Transportation, Inc	2003	AUTOMOBILE	4120001XX0	20040715	Workman, Heyward	Closed	5 tired to merge in front of Insured who swerved to avoid h	$	6,324	$	0	$	X,324
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0111086	20040730	Jafferies, Todd	Closed	Insured missed turn - backed up on roadway - striking clmt	$	5,935	$	0	$	6.410
Panther II Transportation, Inc	2003	AUTOMOBILE	4660108178	20040415	Card, Stephania	Closed	Cha in reaction accident. 3rd auto stopped to avoid 4th unit	$	8,423	$	0	$	6,423
Panther II Transportation, Inc	2003	AUTOMOBILE	4850020525	20040825	Roadside XXX (Cinc Innall, OH)	Closed	Ins. traveling s on 1 - 75, Accident ahead - Ins. had to XXX	$	8,521	$	0	$	6,521
Panther II Transportation, Inc	2003	AUTOMOBILE	4710XX2797	20040825	Moore, Thomas	Closed	Insured move from L lane into R lane, Insured R front com	$	8,539	$	0	$	6,539
Panther II Transportation, Inc	2003	AUTOMOBILE	4700076744	20030922	Reador, Clay	Closed	Insd merging into traffic and OV passed Insd on right	$	X,X77	$	0	$	X,677
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0103498	20031023	Coxfor Mfg.,	Closed	Driver ripped L trip door completely off - damaged door fra	$	6,769	$	0	$	8,769

Panther II Transportation, Inc	2003	AUTOMOBILE	47000XX270	20040825	Yeary, Richard	Closed	Insured attempted to stop, Pavement was wet - side into rear	$	8,780	$	0	$		6,930
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0020541	20040507	Panther II Transportation	Opened	Forklift at shipper punctured drum while loading. Acrglic	$	0	$	7,000		$	7,000
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106629	20040617	Wilson, Krista	Closed	OV was going to work - IV was trying to make wide turn - XXX	$	7,459	$	0		$	7,459
Panther II Transportation, Inc	2003	AUTOMOBILE	4700084054	20040614	Sexton, Robert K	Closed	IV though he had L turn arrow - pulled out in front of OV -	$	7,833	$	0		$	7,633
Panther II Transportation, Inc	2003	AUTOMOBILE	4660105559	20040108	Duerkson, Kirk	Closed	Insured backed into claimant in shippers lot. Claimant - s	$	X,057	$	0		$	8,057
Panther II Transportation, Inc	2003	AUTOMOBILE	4710090292	20040127	Jefferson County Lake,	Closed	Driver incurred damage to cross - over lines on tractor and X	$	8,162	$	0		$	8,162
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX0110119	20040624	Rohmand Hass Chemica, Lawrance	Closed	Insured turning around - struck parked cimt.	$	X,275	$	0		$	8,275
Panther II Transportation, Inc	2003	AUTOMOBILE	4720021895	20040616	Onyekwere, Genevine	Closed	Ins. turning R from middle turn lane clmt came up on R who	$	8,132	$	0		$	5,332
Panther II Transportation, Inc	2003	AUTOMOBILE	4860103672	20031029	TRW Automotive, Dick Grey	Closed	Insured pulling out of gala - clipped gate - broker it off.	$	XX32	$	0		$	X,632
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X05X6	20040311	Archer, Madeline	Closed	Insured ran stop sign - clmt broad sided insured, Insured w	$	9,282	$	0		$	9,399
Panther II Transportation, Inc	2003	AUTOMOBILE	4240031945	20040209	Resendez, Juana	Closed	Clmt crosses lane of traffic - Insured struck clmt and filed s	$	9,644	$	0		$	9,644
Panther II Transportation, Inc	2003	AUTOMOBILE	48400947X6	20031113	XXX, Jennifer	Closed	Insured rolled back into cimt/ minor damage to license plat	$	10,000	$	0		$	10,000
Panther II Transportation, Inc	2003	AUTOMOBILE	47100X5269	20031001	Gaines, Joseph G	Closed	IV on 1 - 40 E in 3rd lane. OV in 1st lane. IV and OV both X	$	10,000	$	0		$	10,000
Panther II Transportation, Inc	2003	AUTOMOBILE	451001452X	20040323	Savic, Dusan	Opened	Insured vehicle rolled over and passenger was injured	$	1,XX0	$	9,128		$	11,00X
Panther II Transportation, Inc	2003	AUTOMOBILE	4X60106712	20040222	Smith, , Carolyn	Closed	XXX yes - insured - improper lane change. Insured mov	$	11,532	$	0		$	11,532
Panther II Transportation, Inc	2003	AUTOMOBILE	4X60107557	20040324	Samardzic, Small	Closed	Clmt parked on a saint - Ins. backing in - trying to avoid a	$	11,862	$	0		$	11,882
Panther II Transportation, Inc	2003	AUTOMOBILE	4660106613	20040224	Great Southern Wood,	Closed	Insured traveling in slow stop and go traffic, Unknown car	$	11,901	$	0		$	11,901

Panther II Transportation, Inc	2003	AUTOMOBILE	4660106050	20040128	Unknown,	Closed	Ins. traveling on 1 - 85. Clmt swerved into Ins lane. Ins hit	$	12,517	$	0	$	12,517
Panther II Transportation, Inc	2003	AUTOMOBILE	4700079494	20040123	Dover, Rhonda K	Closed	IV SB - in L lane - OVWB - allegedly IV ran red light and	$	12,726	$	0	$	12,726
Panther II Transportation, Inc	2003	AUTOMOBILE	4640097366	20040206	Rodnquiaz.Jose	Closed	Insd making R turn onto Medford St. Clmt traveling toward in	$	14,389	$	0	$	14,XXX
Panther II Transportation, Inc	2003	AUTOMOBILE	4720022735	20040602	Hernandez, Baidramisa R	Closed	Ins traveling down highway - when tool box came off truck, a	$	14,455	$	0	$	14,455
Panther II Transportation, Inc	2003	AUTOMOBILE	4720021258	20040510	Hollowell Sam	Closed	#1 ran stop sign & struck #2 in the side. #1 died for fall	$	20,239	$	0	$	20,239
Panther II Transportation, Inc	2003	AUTOMOBILE	4500010107	20040715	XXX, George	Closed	Insd driver on hwy, an unk. veh pulled out into Insd driver	$	25,970	$	0	$	25,970
Panther II Transportation, Inc	2003	AUTOMOBILE	466010X721	20040505	Stevens, XX	Closed	IV travel ling up ramp to exit - OV stopped suddenly IV could	$	2X,445	$	0	$	26,445
Panther II Transportation, Inc	2003	AUTOMOBILE	4XX010X7X3	2004031X	Transit All Services,	Closed	Ins slid on Ice - lost control started to Jackknife tried I	$	27,537	$	0	$	27,537
Panther II Transportation. Inc	2003	AUTOMOBILE	4XX0102X24	20030923	Calbreth, Syivia	Opened	IV was making a R turn - OV rear ended IV - clmt Ins claims	$	339	$	38.821	$	39,160
Panther II Transportation, Inc	2003	AUTOMOBILE	470007X349	20031201	Hall, Jerry G	Closed	3rd car trying to make U - Turn on Hwy. Unit 2 XXX on the	$	64,162	$	0	$	54,262
Panther II Transportation, Inc	2003	AUTOMOBILE	47000X3735	20040731	Ells Towing,	Closed	Ins tried to make a turn and slid into cimt. Clmt was a par	$	64,729	$	0	$	64,72X
	2003 Total							$	743,547	$	80,514	$	303,004
Panther II Transportation, Inc	2004	AUTOMOBILE	151000X074	20040902	Morris, Vamell	Closed	IV was found in the highway overturned, OV struck IV, Unknow	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	16400XX240	20041112	Panther II Transportation,	Closed	Insured parked, Claimant backing. Claimant backed into from	$	0	$	0	$	0

Panther II Transportation, Inc	2004	AUTOMOBILE	4660093884	20041202	Panther II Transportation	Closed	Insured at Intersection at red light. Insured backing up to	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4660094994	20041122	ACDC Leasing Inc.	Closed	Insured driver advised that he went to his sons house parked	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4660095628	20050302	Panther II Transportation	Closed	Backing accident	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700084919	20040904	Panther II Transportation	Closed	Cargo shifted and spilled see attached bills for cleanup	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087080	20050315	Panther II Transportation	Closed	Insured backed Into claimant.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4120001905	20040901	PANTHER II TRANSPORTATION	Closed	HAZARDOUS SPILL CLEANUP	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4530068371	20050418	Ohlo Dept. of Transportation	Closed	Ins driver backed over stop sign	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4840106469	20041112	Adam. Abdul A	Closed	Insured parked, claimant backing. Claimant backed into from	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4840109144	20050304	Wilson, Edns	Closed	IV pulled from a stop sign and xxx OV.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4840109339	20050311	Sampson, John	Closed	Insured hit overhead door	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4840113998	20050802	Carson, Heather	Closed	IV reversed into stopped OV	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880113832	20041109	Stanens, Robert	Closed	IV slopped at off ramp-IV rolled into OV. IV says OV hit	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880114084	20041129	Adkns, Jarred	Closed	Cimt is alleging that a rock came off of Insured - s trailer b	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880114378	20041207	Emerald Transfer Inc.,	Closed	Cimt called to report that one of out Insured drivers who XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880114718	20041220	Male, Osman	Opened	Insured driver lost control - flipped cargo van. Both drive	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880115005	20050105	GM Defiance Plant,	Closed	IV driver XXX of roadway - damage to grounds at GM	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	480115670	20050201	Ralprich Jeffrey H	Closed	IV pulling out onto Old Trail Rd. looked both ways and saw n	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880116576	20050307	Igor	Closed	Cimt backed into parked insured - CANADA	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880116840	20050318	Unknown,	Closed	Insured backed into trailer at swap dock.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880117253	20050330	ODDT,	Closed	OV rear ended OV causing debris to strike IV.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880117253	20050330	Robinson of Ontario.	Closed	OV rear ended OV causing debris to strike IV.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880117468	20050404	RI 80 Express Inc.	Closed	Insured driver was asked to move cimt trailer went to pull	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880117626	20050423	State of Virginia,	Closed	Insured approaching too fast - lost control - hit and damage	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880118219	20050520	Adams, David	Closed	Cimt following Ins - when cimt alleges that rock new up fro	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880118852	20050604	Renke, Christin	Closed	Cimt Turning right when Veh. 2 pulled up on inside of vehicle	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880119012	20050702	Sneridanbol, Steven	Closed	Ins SB on 301 cimt WB on 92 -passed car stopped @ sign. Cl	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880119078	20050707	Kelly, David	Closed	Insured hit painter at shipper.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880119330	20050720	Unknown,	Closed	It is alleged that Ins, backed into light pole in subdivision	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4880119780	20050811	Lee, Andraa	Closed	IV turning around in parking lot and struck, OV.	$	0	$	0	$	0

Panther II Transportation, Inc	2004	AUTOMOBILE	4700085018	20040826	Hall, Melissa	Closed	Ins alleged he was parked - when an XXX cimt struck	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700085385	20041207	Quick Delivery Service	Closed	Insured hit parked unit while backing. Please see attached XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700085549	20041220	Roe, Amanda	Closed	IV driver could not stopped for traffic hit Cimt in the rear -	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087208	20050111	Ryder Truck Rental.	Closed	Insured driver stopped to use the restroom - came out to fin XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087325	20050118	Unknown,	Closed	Insured involved in 3 car chain reaction. accident please see	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087517	20050107	Hunt, J B	Closed	Traffic stopped -Insured did not -struck cimt to the rear. XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088590	20050322	Advance Auto Trends,	Closed	Insured backed into building at stop off.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088855	20050408	Webb, store	Closed	Cimt states Ins struck; XXX -Ins XXX is damaged	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088904	20050412	smith, Jimmy	Closed	Insured driver struck low over pass- part of roof then fell	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089017	20050415	McDonald’s,	Closed	river struck a post in McDonald-s parking lot. Ins. driver	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700090019	20050605	_____, John	Closed	Insured backed into cimt with ICC bumper of trailer	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091385	20050807	Hunter, Lnry	Closed	IV trying to make U-turn and struck mailbox.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091386	20050811	Unknown,	Closed	CL; Unknown. IV making U-turn and clipped CV	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091785	20050831	Averitt Express.	Closed	Insured hit cimt while backing into dock.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091821	20050831	Hoggart, Robert	Closed	Insured making wide right - turn signal on -cimt also turning	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700092608	20050421	Conley Jr. Rayford	Closed	IV was rear ended by OV - PIP benefits claim	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700092608	20050421	Warren, Janle L	Closed	IV was rear ended by OV - PIP benefits claim	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4700092714	20050727	______, __	Closed	Insured backed into cimt -MI No Fault claim -please see XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710094607	20041112	Unk,	Closed	Insured struck parked auto	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710095035	20041202	Unknown,	Closed	Claimant is alleging that insured bumped her- causing hert XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096081	20050121	Unknown,	Closed	5512 called and said that while parked at the dock another XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096396	20050207	State of Tennessee,	Closed	Ins. ran off roadway - hit XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710097653	20050329	Unknown,	Closed	Insured rear ended cimt - who was pushed into a 3rd unit XXX	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099151	20050608	Chaffin, Sam	Closed	Ins hit cimt in parking area - cimt was parked & unattended.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099220	20050610	Woods, John	Closed	Cimt parked and unattended. Insured backed in parking space	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710100300	20050728	Hyder, Kari Jarrod	Closed	Claimant is alleging that something came from top of truck -	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710100876	20050816	Unknown,	Closed	#2 hit #1 parked attended.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4720026045	20050127	TriCounty Trucking,	Closed	#1 hit #2 while backing.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4720027482	20050424	Unknown,	Closed	Insured driver backed into stop sign.	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4720027545	20050425	Cooper, Jenatta	Closed	Claimant alleges that our Insured kicked up road debris that	$	0	$	0	$	0

Panther II Transportation, Inc	2004	AUTOMOBILE	4800011715	20050531	Celadon Trucking.	Closed	Truck stop bump cimt claims that Ins hit his passenger site	$	0	$	0	$	0
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099728	20050702	FInkes, Mary	Opened	Insured EE on 1-40 cimt was parked partially off the road-	$	0	$	2	$	2
Panther II Transportation, Inc	2004	AUTOMOBILE	4880115458	200412123	Johnson, Glen	Closed	Cimt. struck Ins. while parked. Ins. is now receiving subro	$	3	$	0	$	3
Panther II Transportation, Inc	2004	AUTOMOBILE	4700084597	20040909	United Van Lines.	Closed	OV tractor - trailer rear-ended IV.	$	5	$	0	$	5
Panther II Transportation, Inc	2004	AUTOMOBILE	4710094651	20041115	Parry, Jannifer L	Closed	Insured turning onto Enon Springs Rd. In Smyrma TN when in XXX	$	7	$	0	$	7
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099395	20050608	Crowsen. Michel	Closed	Ins. driver caught low hanging wire - pulled wire and pole XXX	$	7	$	0	$	7
Panther II Transportation, Inc	2004	AUTOMOBILE	47100095257	20041211	ParrIsh, Josh	Closed	Insured driving west on 140. When he attempted to change XXX	$	8	$	0	$	8
Panther II Transportation, Inc	2004	AUTOMOBILE	4660120067	20050828	Dinu, George	Closed	Insured rear ended cimt	$	8	$	0	$	8
Panther II Transportation, Inc	2004	AUTOMOBILE	4710097396	20050316	____ker, Clavdette	Closed	Unknown Accident	$	8	$	0	$	8

Panther II Transportation, Inc	2004	AUTOMOBILE	4700091702	20050825	Unknown,	Closed	Insured went into Clmts. lane hitting Clmt on left side.	$	9	$	0	$	9
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XXXXX	20041208	unknown, Unknown	Closed	Clmt claims that Insd reversed on the KWY striking his car.	$	9	$	0	$	9
Panther II Transportation, Inc	2004	AUTOMOBILE	466011XXXX	20050802	Unknown,	Closed	Insured missed his turn and was trying to turn around - tral	$	10	$	0	$	10
Panther II Transportation, Inc	2004	AUTOMOBILE	4640113448	20050801	Unknown,	Closed	INFO ONLY. IV pulled over for possibly being involved in ac	$	10	$	0	$	10
Panther II Transportation, Inc	2004	AUTOMOBILE	4640111851	20050820	Unknown	Closed	Insured ran over curb or yard	$	11	$	0	$	11
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099603	20050513	Gulf Power Comp,	Closed	Insured driver struck low hanging wires with              Polic	$	12	$	0	$	12
Panther II Transportation, Inc	2004	AUTOMOBILE	4450073453	20050204	Bell, James	Closed	***Lawsuit*** Owner operator transferring street auto parts 1	$	14	$	0	$	14
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091380	20050806	State of Illinois	Closed	IV trying to turn and backed into an electrical pole.	$	14	$	0	$	14
Panther II Transportation, Inc	2004	AUTOMOBILE	4640109889	20050401	594908 Ontario Ltd., owned	Closed	OV was westbound on Hwy 401 and IV rear-ended OV.	$	14	$	0	$	14
Panther II Transportation, Inc	2004	AUTOMOBILE	4710093311	20040920	Pope, Jonathan	Closed	Insured rear ended claiment	$	16	$	0	$	16
Panther II Transportation, Inc	2004	AUTOMOBILE	4700069316	20041220	McConnell Emilly G	Closed	claimant merged into the side of Insured Police called - bu	$	20	$	0	$	20
Panther II Transportation, Inc	2004	AUTOMOBILE	4700067756	20050203	Flying J Truckstop,	Closed	insd driver hit building at truck stop	$	100	$	0	$	100
Panther II Transportation, Inc	2004	AUTOMOBILE	471008577X	20041214	Lyons. Ernest E	Closed	IV was making a turn - the turn had to be wide because of XXX	$	113	$	0	$	113
Panther II Transportation, Inc	2004	AUTOMOBILE	4640XXXXX	20040023	Nelson, Bill	Closed	Insured driver knocked over “ no u turn sign”	$	128	$	0	$	126
Panther II Transportation, Inc	2004	AUTOMOBILE	471009915X	20050602	Baastoy Amarius	Closed	Insured driver reported he was turning left from left lane -	$	129	$	0	$	129
Panther II Transportation, Inc	2004	AUTOMOBILE	471008915X	20050802	Fltcheard, shaunie	Closed	Insured driver reported he was turning left from left lane -	$	129	$	0	$	129
Panther II Transportation, Inc	2004	AUTOMOBILE	470008X712	20041203	Cowles, Erica	Closed	Insured changing lanes “checked his mirrors - nobody there	$	14	$	0	$	130
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XXXXX	20041220	Browning, Robert	Closed	IV driver could not stop for traffic hit Clmt in the rear	$	0	$	0	$	138
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088645	20050323	XXX XXX	Closed	While trying to park- Insured hit Clmt	$	139	$	0	$	139
Panther II Transportation, Inc	2004	AUTOMOBILE	4800012020	20050629	Westerly Hill plaza	Closed	Insured rear over parking lot island	$	148	$	0	$	148
Panther II Transportation, Inc	2004	AUTOMOBILE	4X40103X90	20040921	Compac corporation	Closed	Insured driver backed over wooden post and drove into lawn.	$	200	$	0	$	200
Panther II Transportation, Inc	2004	AUTOMOBILE	462XXXXXXX	20050807	XXX Albert	Closed	Insured Backing out of parking space - hit Clmt	$	240	$	0	$	240
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096396	20050207	City of Cross Plains	Closed	Ins. ran off roadway- hit XXX	$	250	$	0	$	250
Panther II Transportation, Inc	2004	AUTOMOBILE	4XXXXX393	20050812	Apple, Ralph	Closed	Ins. hit telephone pole -brought down wires. Damage to house	$	275	$	0	$	275
Panther II Transportation, Inc	2004	AUTOMOBILE	4680115291	20041230	Pagllaro, James	Closed	Rose transportation called Ins. and said our truck was	$	295	$	0	$	295
Panther II Transportation, Inc	2004	AUTOMOBILE	4720028635	20050628	XXX XXX Transfe Mark Peterson	Closed	Driver making turn in yard to prepare to back into dock when	$	297	$	0	$	297
Panther II Transportation, Inc	2004	AUTOMOBILE	4700066752	20041218	State of KY,	Closed	Insured hit bridge marked 12-2.          of the bridge are	$	309	$	0	$	308
Panther II Transportation, Inc	2004	AUTOMOBILE	4960113802	20041011	Dynamic Auto Body,	Closed	Clmt called statedInsured driver ran over a large boulder	$	335	$	0	$	335
Panther II Transportation, Inc	2004	AUTOMOBILE	4XX011X445	20050302	XXX XXX	Closed	Backing accident	$	339	$	0	$	339
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096618	2004110X	Hertz Rental,	Closed	While leaving parking lot - Insured hit clmt with trailer -	$	401	$	0	$	401
Panther II Transportation, Inc	2004	AUTOMOBILE	46X011471X	20041220	State of Ohio.	Opened	Insured driver lost control - XXX cargo van. Both drive	$	400	$	3	$	403
Panther II Transportation, Inc	2004	AUTOMOBILE	4X00011342	20050504	BealAnjela	Closed	Insured backed into claimant. Insured denied claim, claims	$	427	$	0	$	427
Panther II Transportation, Inc	2004	AUTOMOBILE	4XX011XX03	20050309	XXX XXX	Closed	Insured turning around hit gutter	$	430	$	0	$	430
Panther II Transportation, Inc	2004	AUTOMOBILE	4600115216	20050523	Wecie, Simon	Closed	Record Only. No contact between Ins and 2 other units - all	$	433	$	0	$	433

Panther II Transportation, Inc	2004	AUTOMOBILE	4710096X32	20050515	Unknown, unknown	Closed	Insured rear ended clmt who was pushed Into and rear ended 3	$	310	$	0	$	445
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087596	20050128	Nobbe, Dave	Closed	Ins. driver backed into dock door. Customer is claminng the	$	458	$	0	$	456
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XX203	20050225	WFKN Radio, Ben sheroan	Closed	Insured driver hit building	$	480	$	0	$	460
Panther II Transportation, Inc	2004	AUTOMOBILE	4XX011X460	20050303	Palmer, Nicholas	Closed	Insured backed into Clmt vehicle while at consignee.	$	475	$	0	$	475
Panther II Transportation, Inc	2004	AUTOMOBILE	4720026511	20050224	United Transportation Inc	Closed	Insured backing into Pilot truck stop. Insured backed into C	$	464	$	0	$	484
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115162	20050112	Simco Parts Services	Closed	Insured driver ran over stop sign trying to avoid small	$	466	$	0	$	488
Panther II Transportation, Inc	2004	AUTOMOBILE	4X00X11711	20050602	XXX XXX	Closed	Insured pulled out thinking he had plenty of time to make It	$	492	$	0	$	402
Panther II Transportation, Inc	2004	AUTOMOBILE	472002XX09	20050623	XXX XXX	Closed	Insured rolled back into clmt	$	500	$	0	$	500
Panther II Transportation, Inc	2004	AUTOMOBILE	472002XX09	20050623	XXX, Robbie	Closed	Insured rolled back into clmt	$	500	$	0	$	500
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087321	20050105	Kegley,JasonR	Closed	Insured making legal U turn on Highway XX - claimant moved	$	509	$	0	$	509
Panther II Transportation, Inc	2004	AUTOMOBILE	4700064926	20040922	Hughes, Roger	Closed	Insured backed into clmt in parking lot	$	511	$	0	$	511
Panther II Transportation, Inc	2004	AUTOMOBILE	4660120047	20050623	XXX XXX	Closed	Insured Backing out of parking space and struck Clmt.	$	534	$	0	$	534
Panther II Transportation, Inc	2004	AUTOMOBILE	4660114003	20041019	Siemens Energy tAuLomoll	Closed	Insured driver backed into lawn by mistake -was dark and dr	$	538	$	0	$	538
Panther II Transportation, Inc	2004	AUTOMOBILE	4720026609	20050623	Rubio, Santos	Closed	Insured rolled back into clmt	$	541	$	0	$	541
Panther II Transportation, Inc	2004	AUTOMOBILE	47X0O91150	20050729	Leign, Ricky	Closed	Insured was in bumper to bumper traffic on 71 West bound and	$	557	$	0	$	557
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115042	20041230	Ronnie Do, Ronnie	Closed	Ins pulling away from dock - XXX doors swung loose and br	$	563	$	0	$	563
Panther II Transportation, Inc	2004	AUTOMOBILE	4660116236	20050216	XXX, Robert	Closed	Insured driver ran off roadway into lawn. Had to be lowed	$	575	$	0	$	576
Panther II Transportation, Inc	2004	AUTOMOBILE	4860120067	20050826	Herr.Arronk	Closed	Insured rear ended clmt	$	577	$	0	$	577
Panther II Transportation, Inc	2004	AUTOMOBILE	4890120077	20050126	Claudio, Robert	Closed	Insd hit parked unattended unit	$	577	$	0	$	577
Panther II Transportation, Inc	2004	AUTOMOBILE	4690120003	20050923	Miller, Derrick	Closed	Insured struck parked unit	$	569	$	0	$	569
Panther II Transportation, Inc	2004	AUTOMOBILE	4100011711	20050502	Moll, Jasmine	Closed	Insured pulled out thinking he had plenty of time to make It	$	643	$	0	$	643
Panther II Transportation, Inc	2004	AUTOMOBILE	4720026697	20050701	Enterprise Rental,	Closed	While backing Insured hit clmt	$	670	$	0	$	670
Panther II Transportation, Inc	2004	AUTOMOBILE	4680117146	20050403	Motorway Express,	Closed	Insured trying to pull out of truck stop when truck Slide on	$	696	$	0	$	696
Panther II Transportation, Inc	2004	AUTOMOBILE	4640107195	20050106	Brar, Sukhjeel	Closed	IV hit black Ice - throwing her into OV while entering high	$	700	$	0	$	700
Panther II Transportation, Inc	2004	AUTOMOBILE	4700087904	20050209	Colston. Kevin	Closed	CL: Colston. IV ran off road into CL yard. IV got stuc		S700	$	0	$	700
Panther II Transportation, Inc	2004	AUTOMOBILE	4660116621	20050310	Ever Roll XXX Company	Closed	IV backed into dock door.	$	708	$	0	$	706
Panther II Transportation, Inc	2004	AUTOMOBILE	4720029946	20050717	Jones, James	Closed	while trying to turn around - door hit low hang wires.	$	729	$	0	$	728
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115603	20041122	Vertton XXX	Closed	Insured driver advised that he went to his sons house parked	$	733	$	0	$	733
Panther II Transportation, Inc	2004	AUTOMOBILE	4680117501	20050417	Phonetech,	Closed	lVdriver pulled down wire attached to phone booth bending po	$	759	$	0	$	759
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089018	20050412	Curl, James	Closed	Insured hit a parked clmt	$	760	$	0	$	760
Panther II Transportation, Inc	2004	AUTOMOBILE	4700090203	20050313	Townsend, Theloneous	Closed	IV backed into clmt.	$	794	$	0	$	794
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115733	20050203	WWD Dedicated,	Closed	Clmt claims that Insured hit his truck. Insured XXX	$	669	$	0	$	869
Panther II Transportation, Inc	2004	AUTOMOBILE	4860115475	20050124	Williams Wemer, Jesse	Closed	Insured brushed up against XXX Minor damage. Please see at	$	695	$	0	$	695
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099158	20050602	Fitcheard, Anglea	Closed	Insured driver reported he was turning left from left lane -	$	919	$	0	$	919

Panther II Transportation, Inc	2004	AUTOMOBILE	4550112953	20041012	Miller, Yvonne	Closed	Insured was turning around because he was lost in a resident	$	925	$	0	$	925
Panther II Transportation, Inc	2004	AUTOMOBILE	4710094726	20041118	In Health Systems,	Closed	Insured driver struck a fens while turning around,	$	995	$	0	$	995
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115929	20050210	Boyles, Aaron	Closed	CL; Boyles, IV struck parked OV while pulling out	$	889	$	0	$	889
Panther II Transportation, Inc	2004	AUTOMOBILE	4100001597	20050623	Stewart, Worthy	Closed	Clmt struck parked unit - loss occurred in Canada	$	1,000	$	0	$	1,000
Panther II Transportation, Inc	2004	AUTOMOBILE	4550112776	20041007	Best, Joseph	Closed	Insured hit low bridge. Kept going onto delivery - part of	$	1,000	$	0	$	1,000
Panther II Transportation, Inc	2004	AUTOMOBILE	4660119515	20050630	Lednam, Crystal	Closed	Insured rear inded claimant.	$	1,005	$	0	$	1,005
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115552	20050119	Johnson, Cleva	Closed	Clmt called stated our insured made u - turn in parking lot	$	1,099	$	0	$	1,099
Panther II Transportation, Inc	2004	AUTOMOBILE	4660119150	20050705	Sparks, Ron D	Closed	Ins. turning left -moving slowly blind Intersection - clmt m	$	1,126	$	0	$	1,126
Panther II Transportation, Inc	2004	AUTOMOBILE	4700090304	20050614	Smiley, Mark	Closed	While backing in parking lot to move out of way - IV backed	$	1,170	$	0	$	1,170
Panther II Transportation, Inc	2004	AUTOMOBILE	4640106459	20041210	Polanik Erio	Closed	IV intered wrong lane for toll booth he begin backing up a	$	1,190	$	0	$	1,190
Panther II Transportation, Inc	2004	AUTOMOBILE	4710095580	20050215	Hihlor, James R	Closed	Clmt claims IV backed into him Incident occurred on prival	$	1,304	$	0	$	1,304
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115552	20050119	Raines, Tom	Closed	Clmt called staled our Insured made u - turn In parking lot	$	1,327	$	0	$	1,327
Panther II Transportation, Inc	2004	AUTOMOBILE	4640107347	20050112	Marinello, John	Closed	IV lost control and stack clmt who had also lost control an	$	1,338	$	0	$	1,338
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091613	20050823	Kenny, Patrick	Closed	Insured a sideswiped Clmt Lug nuts on Ins. unit it front II	$	1,349	$	0	$	1,349
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115402	20050121	Bukovet, Michael	Closed	Driver was turning around in the parking lot of clmt - Ins,	$	1,352	$	0	$	1,352
Panther II Transportation, Inc	2004	AUTOMOBILE	4700059762	20050521	Flagship Express, Inc	Closed	insured backed into clmt	$	1,362	$	0	$	1,362
Panther II Transportation, Inc	2004	AUTOMOBILE	4660119782	20050811	TRW,	Closed	CL:TRW. IV hit customers overhead door.	$	1,396	$	0	$	1,396
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088443	20050125	Jasper County Sheriff	Closed	Clmt-s door swung open and Insured struck it after review o	$	1,440	$	0	$	1,440
Panther II Transportation, Inc	2004	AUTOMOBILE	4700084600	20040909	Canters, Quality	Closed	Insured trying to turn around when his traller struck front	$	1,408	$	0	$	1,408
Panther II Transportation, Inc	2004	AUTOMOBILE	4640105479	20041104	Zack Taylor Inc	Closed	Ins. parallel parking in front of cons - as insured was backed	$	1,422	$	0	$	1,422
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089461	20041207	Gorden, Clans	Closed	Subrogation for auto accident - sideswipe collision	$	1,447	$	0	$	1,447
Panther II Transportation, Inc	2004	AUTOMOBILE	4720025609	20050623	Flores, Rubia S	Closed	Insured rolled backed into clmt.	$	1,492	$	0	$	1,492
Panther II Transportation, Inc	2004	AUTOMOBILE	4710095103	20041205	Spears, Debra	Closed	Clmt called Ins. said that while at work - he park car wa	$	1,493	$	0	$	1,493
Panther II Transportation, Inc	2004	AUTOMOBILE	4660112953	20041012	Meditla, Shenita	Closed	Insured was turning around because he was lost in a resident	$	1,500	$	0	$	1,500
Panther II Transportation, Inc	2004	AUTOMOBILE	4660112953	20041012	Miller, Johnny	Closed	Insured was turning around because he was lost in a resident	$	1,500	$	0	$	1,500
Panther II Transportation, Inc	2004	AUTOMOBILE	4640104416	20041006	Gorey, Marry Janey	Closed	Insured sideswiped claimant.	$	1,527	$	0	$	1,527
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091381	20050808	Cason, Chad	Closed	CL: Unknown, IV backed Into CV.	$	1,535	$	0	$	1,535

Panther II Transportation, Inc	2004	AUTOMOBILE	4660117733	20050427	Haffman, Linda	Closed	Ins. made L turn from Rt. lane. Struck clmt Ins. thought	$	1,572	$	0	$	1,572
Panther II Transportation, Inc	2004	AUTOMOBILE	4660112953	20041012	Miller, Cedric	Closed	Insured was turning around because he was lost in a resident	$	1,800	$	0	$	1,800
Panther II Transportation, Inc	2004	AUTOMOBILE	4710099729	20050702	Unknown.	Opened	Insured EE on 1-40 clmt was parked partially off tne road -	$	0	$	1,850	$	1,850
Panther II Transportation, Inc	2004	AUTOMOBILE	4700090557	20050707	Electrolux Home Products	Closed	Ins. making L hit 2 windows cranked open on building.	$	1,650	$	0	$	1,650
Panther II Transportation, Inc	2004	AUTOMOBILE	4700034905	20040922	Garret, David Wilson	Closed	Insured rear ended clmt in stop and go traffice. Very low l	$	1,580	$	0	$	1,580
Panther II Transportation, Inc	2004	AUTOMOBILE	4660119010	20050701	Anthony, Chrisy	Closed	Insured truning around due to being lost - rear of truck hit	$	1,707	$	0	$	1,707
Panther II Transportation, Inc	2004	AUTOMOBILE	4710095402	20041219	Campo, Donna	Closed	Insured was merging onto 1-285 in Atlanta when he clipped c	$	1,750	$	0	$	1,750
Panther II Transportation, Inc	2004	AUTOMOBILE	4660114238	20041202	Hvang, Jim C	Closed	Insured at intersection at red light. Insured backing up to	$	1,761	$	0	$	1,761
Panther II Transportation, Inc	2004	AUTOMOBILE	4710095504	20050223	Honaywell	Closed	IV track hit clmt - clmt unit was parked	$	1,761	$	0	$	1,761
Panther II Transportation, Inc	2004	AUTOMOBILE	4510015547	20041024	Dopp, Joshva	Closed	XXX XXX that while working on truck - vehicle left off	$	1,789	$	0	$	1,789
Panther II Transportation, Inc	2004	AUTOMOBILE	4660116272	20050217	Amon, Joseph	Closed	Insured hit car while turning	$	1,795	$	0	$	1,795
Panther II Transportation, Inc	2004	AUTOMOBILE	4710097381	20050321	Rrel, Joe	Closed	Ins. driver bent a post on a get entering consingee	$	1,800	$	0	$	1,800
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091123	20050729	Raymer, Christina	Closed	Insured was in middlelane @ exit of Parking lot - Ins. in le	$	1,803	$	0	$	1,803
Panther II Transportation, Inc	2004	AUTOMOBILE	4700091718	20050826	Allen,Darrel	Closed	Insd backed in to clmt	$	1,808	$	0	$	1,808
Panther II Transportation, Inc	2004	AUTOMOBILE	4700069898	20050519	Roy, Michael	Closed	Insd hit clmt merging	$	1,810	$	0	$	1,810
Panther II Transportation, Inc	2004	AUTOMOBILE	4660118575	20050307	Transportaion, Panther 1I	Closed	Clmt backed int parked Insured - CANADA	$	1,843	$	0	$	1,843
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089437	20050506	Howard, Darryl	Closed	Insured turning right -when clmt came over on the right sid	$	1,766	$	0	$	1,866
Panther II Transportation, Inc	2004	AUTOMOBILE	4660117882	20050504	Frenchik Jessica	Closed	Insured turning left - Clmt turning right from otherway	$	1,834	$	0	$	1,834
Panther II Transportation, Inc	2004	AUTOMOBILE	4840103796	20040914	Upshaw,fred	Closed	Insured was pulling () when he strucked clmts front end.	$	1,838	$	0	$	1,838
Panther II Transportation, Inc	2004	AUTOMOBILE	4660112636	20041004	Austin, Brenton	Closed	Insured living lot when he strucked the box of a parked unit	$	1,976	$	0	$	1,976
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115688	20050130	Myers, Ivan	Opened	Insured was backing clmt pulling in to lot clmt slid in to race	$	0	$	2,000	$	2,000
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088822	20041217	Dave Lewis Trk, LLC	Closed	Insured into backed into clmt Both are Panther trucks happened a	$	2,089	$	0	$	2,089
Panther II Transportation, Inc	2004	AUTOMOBILE	4640109378	20050311	Slamens Warehouse,	Closed	Insured hit the swing arm gate and broke it.	$	2,097	$	0	$	2,097
Panther II Transportation, Inc	2004	AUTOMOBILE	4700088330	20041124	Kitchen and Bath Distributing, Inc	Closed	Insured pulling out of dock - traller swang out and struck c	$	2,115	$	0	$	2,115
Panther II Transportation, Inc	2004	AUTOMOBILE	4510015254	20041210	Western Outlet Store, Inc.	Closed	Ins driver hit building	$	2,127	$	0	$	2,127
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115109	20050110	Casper, Pauls	Closed	Insured making R turn- claimant tried to pass on R- Insure	$	1,854	$	0	$	2,131
Panther II Transportation, Inc	2004	AUTOMOBILE	4660114276	20041203	Messenger, Ryan	Closed	IV turning left at intorsection and XXX with left OV	$	2,188	$	0	$	2,188
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096680	20050225	Ortiz, Martha	Closed	IV backed Into OV.	$	2,191	$	0	$	2,191
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089695	20050531	Lochrian, Clint	Closed	Insured bumped traller into building.	$	2,224	$	0	$	2,224

Panther II Transportation, Inc	2004	AUTOMOBILE	4660112119	20040910	Sonntag, Robert J	Closed	OV1 was stopped at stoplight –OVZ behind OV1 was strck from	$	2,230	$	0	$	2,230
Panther II Transportation, Inc	2004	AUTOMOBILE	4700089260	20050427	Hoss.Vallry	Closed	Insured backed into clmt. insured driver was sitted for impr	$	2,135	$	0	$	2,251
Panther II Transportation, Inc	2004	AUTOMOBILE	4660118215	20050523	Raszmann, Daniel	Closed	Record Only. No contact between Ins. and 2 other units - all	$	2,277	$	0	$	2,277
Panther II Transportation, Inc	2004	AUTOMOBILE	4710098936	20050528	Strode, Lyffem	Closed	Insured at a & way stop -very busy intersection. Insured t	$	2,215	$	0	$	2,323
Panther II Transportation, Inc	2004	AUTOMOBILE	4710096532	20050515	Maoon, Valyndra	Closed	Insured rear ended clmt who was pushed Into and rare ended 3	$	2,371	$	0	$	2,358
Panther II Transportation, Inc	2004	AUTOMOBILE	4640106158	20041201	Robinson, Courtney	Closed	Insured struck the side of a parked unit, did not caled r	$	2,436	$	0	$	2,436
Panther II Transportation, Inc	2004	AUTOMOBILE	4660115230	20050106	Willesh, Jennifer	Closed	Insured parked away from everybody and ran into Walmart. Whe	$	2,450	$	0	$	2,450
Panther II Transportation, Inc	2004	AUTOMOBILE	4710093248	20040909	Gillesple, Beverly	Closed	IV made u -turn and struck the rear bumper of claimant with	$	2,493	$	0	$	2,493
Panther II Transportation, Inc	2004	AUTOMOBILE	4700085275	20041006	Haynes, Darfens	Closed	Insured driver swung wide to make a wide turn - car came up	$	2,592	$	0	$	2,592
Panther II Transportation, Inc	2004	AUTOMOBILE	4660119517	20050729	Raker, Amber	Closed	Insured hit X clmt while backing to avoid being struck by a tr	$	2,654	$	0	$	2,654
Panther II Transportation, Inc	2004	AUTOMOBILE	4720024904	20041123	Davis, Jarred	Opened	IV rear ended OV	$	0	$	2,700	$	2,700
Panther II Transportation, Inc	2004	AUTOMOBILE	4700059720	20041028	Illinois DOT District 3	Closed	Insured hit guard rail.	$	2,745	$	0	$	2,745

Panther II Transportation, Inc	2004	AUTOMOBILE 470008957X	20050517	Vernell’s Interstate, Service Inc	Closed	Insured backing into dock hit clmt	$	2,768	$	0	$	2,7XX
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X0445	20050624	TI Automotive,	Closed	Doors of Cargo Box carm loose and struck door frame of load	$	2,787	$	0	$	2,787
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX011XXXX	20050527	Hershner, XXX	Closed	IV hit claimant while changing lanes. Insured XXX for Imp	$	2,999	$	0	$	2,XXX
Panther II Transportation, Inc	2004	AUTOMOBLE 4XX0114724	20041215	Winter, Jeff	Closed	Ins. making it turn out of lot came up fast strHdngc	$	3,009	$	0	$	3,00X
Panther II Transportation, Inc	2004	AUTOMOBLE 4XX0112308	20040919	Burkle, Eric	Closed	Ina. was routed on a detour to RL X47 from 250 due to flood	$	3,14X	$	0	$	3,14X
Panther II Transportation, Inc	2004	AUTOMOBILE 47100X7030	20050304	Stinson, Jimmy F	Closed	Insured turn left - pulled out too far - tried to back up an	$	3,147	$	0	$	3,147
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX011XX32	20050821	XXX, Georgia	Closed	Insured was attemting to park and hit clmt XXX	$	3,2XX	$	0	$	3,298
Panther II Transportation, Inc	2004	AUTOMOBILE 4840112X1X	20050719	Campbell, Joyce	Closed	Insd drifted into clmts L side	$	3,384	$	0	$	3,3X4
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X490X	20040922	Garrett, Naomi	Closed	Insured rear ended clmt in stop and go traffic. Very low 1	$	3,400	$	0	$	3,400
Panther II Transportation, Inc	2004	AUTOMOBLE 4720025240	20041123	Dennis, Steve	Closed	Insured backing up into a spot at truck stop - hit another p	$	3,427	$	0	$	3,427
Panther II Transportation, Inc	2004	AUTOMOBIE 4700088712	2004120X	McCormack, XXX	Closed	Insured changing lanes - checked his mirrors - nobody there	$	3,578	$	0	$	3,578
Panther II Transportation, Inc	2004	AUTOMOBILE 4700087148	20050106	XXX, Joseph R	Closed	Insured XXX to turn left from middle lane - claimant In la	$	3,698	$	0	$	3,698
Panther II Transportation, Inc	2004	AUTOMOBILE 4700090020	200X0X07	Shaffer, XXX D	Closed	Insured EB on 224-one lane each way. Clmt came over cente	$	3,70X	$	0	$	3,708
Panther II Transportation, Inc	2004	AUTOMOBILE 4710100584	20050X1X	XXX, XXX	Closed	Insured following clmt when clmt stopped - Insured did not -	$	3,75X	$	0	$	3,75X
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX11X55X	20050302	Durching, Richard	Closed	Insured backing out - struck parked Clmts unit	$	3,7X3	$	0	$	3,7X3
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X7790	20050125	XXX, Dick	Closed	Clmt claims that insured damaged his dock	$	4,1XX	$	0	$	4,1XX
Panther II Transportation, Inc	2004	AUTOMOBILE 47000XX253	2004111X	XXX, XXX	Closed	Clmt XXX IV backed into OV	$	5,XX3	$	0	$	4,423
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX011X77X	20050X0X	Reid, Dennis	Closed	IV was pulling forward to park and struck OV.	$	4,562	$	0	$	4,582
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX011211X	20040X10	XXX, XXX	Closed	OV1 was stopped at stoplight -OV2 behind OV1 was struck from	$	4,585	$	0	$	4,585
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X684X	20041220	Browning, Tammy	Closed	IV driver could not stop for traffic hit XXX in the rear -	$	4,822	$	0	$	4,577
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X73X5	2005011X	Henry, XXX	Closed	Insured Involved In 3 car chain reaction accident. Please XXX	$	4,77X	$	0	$	4,77X
Panther II Transportation, Inc	2004	AUTOMOBILE 47000X1X4X	20050X31	Brazil, Kevin	Closed	Insd drove thru car wash with 7 XXX clearance - got stuck	$	4,77X	$	0	$	4,77X
Panther II Transportation, Inc	2004	AUTOMOBILE 4XX01203X3	20050X12	First Energy,	Closed	XXX, XXX telephone pole -brought down wires. Damage to house	$	4,XXX	$	0	$	4,X4X

Panther II Transportation, Inc	2004	AUTOMOBILE	47000XXXXX	20041212	U - John	Closed	Insured hit parked XXX car while putting away from dock -	$	5,071	$	0	$	5,071
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XXXXX	20050801	XXX, Mathew G	Opened	Insured XXX clmt who was broke down on side of road -	$	7	$	5,093	$	5,100
Panther II Transportation, Inc	2004	AUTOMOBILE	4720024X04	20041123	Clopp, Harold	Opened	IV rear ended OV	$	2,XXX	$	2,520	$	5,215
Panther II Transportation, Inc	2004	AUTOMOBILE	4XX01150X4	20050107	Johnson. Mary	Closed	IV and OV were entering the XXX IV had yield sign did not XXX	$	5,274	$	0	$	5,277
Panther II Transportation, Inc	2004	AUTOMOBILE	4X401113X4	20050502	ALD Transport	Closed	IV made XXX R turn and OV on R side was hit by IV.	$	5,374	$	0	$	5,374
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X7553	20050329	Walter Jr., Grady X	Closed	Insured rear XXX clmt - who was pushed into a 3rd unit...!	$	5,354	$	0	$	5,558
Panther II Transportation, Inc	2004	AUTOMOBLE	47000XXX23	20050X31	Blackburn, Danette	Opened	Ins. EB on Hamilton in came to traffic light on pole - did n	$	5,717	$	0	$	5,717
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X71X4	20050311	Woodard, Carolyn	Closed	IV was backing up when he struck the parked - unoccupied OV.	$	5,X01	$	0	$	5,901
Panther II Transportation, Inc	2004	AUTOMOBILE	4XXX115X52	20050207	AAA Homes, Linda	Closed	CLAAA Hoses. CV struck IV XXX. CL is stating that the	$	7,043	$	0	$	6,171
Panther II Transportation, Inc	2004	AUTOMOBILE	41200011X4	20040X02	Hwy. 85 Alabama XXX,	Closed	IV was found in the highway overturned, OV struck IV. Unknow	$	6,6X0	$	0	$	X,XX0
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XX315	20050502	Deemo, Kimberly	Closed	Insured backed into XXX while on Hwy. Insured XXX to	$	6,742	$	0	$	6,742
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XX5X4	20050515	Fisher, Donna	Closed	Insured XXX to miss a dog slid into parked car.	$	8,551	$	0	$	6,801
Panther II Transportation, Inc	2004	AUTOMOBILE	47000X720X	20050111	Robert Pedigo Inc.,	Closed	Insured driver stopped to use the restroom - came out to XXX	$	6,X20	$	0	$	X,920
Panther II Transportation, Inc	2004	AUTOMOBILE	4800011711	20050X02	Sherri, Amber	Closed	Insured pulled out thinking he had plenty of time to make it	$	7,32X	$	0	$	7,004
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X4X2X	20041125	Dance, Clifford T	Closed	Insured was trying to back into parking space - backed into	$	7,4XX	$	0	$	7,4XX
Panther II Transportation, Inc	2004	AUTOMOBILE	4X40112583	20050712	Federal Reserve Bank,	Closed	Insured-s ICC Bumper clipped cement wall on way out.	$	7,X2X	$	0	$	7,527
Panther II Transportation, Inc	2004	AUTOMOBILE	47000X720X	20050110	Mid States Express,	Closed	Insured was attempting to back into the docks at slipped - W	$	7,981	$	0	$	7,981
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XX574	20050314	XXX Truck Trailer, Service	Closed	Insured backed into claimant.	$	8,3XX	$	0	$	8,3XX
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X5035	20041202	Bartholomew, Boddie J	Closed	Claimant is alleging that insured bumped her - causing her XXX	$	8,493	$	0	$	8,X0X
Panther II Transportation, Inc	2004	AUTOMOBILE	4XX0115142	20050111	Auclair, Mark	Closed	Insured said light was yellow - proceeded - claimant “left a	$	8,787	$	0	$	8,7X7
Panther II Transportation, Inc	2004	AUTOMOBILE	472002X423	20050X0X	Brazina, Ronald	Closed	Claimant stopped for light - Insured slowed but could not XXX	$	12,010	$	0	$	9,04X

Panther II Transportation, Inc	2004	AUTOMOBILE	4710100888	20050830	Shemeck, Douglas J	Closed	IV pulling out of parking space - XXX XXX.	$	X,72X	$	0	$	9,72X
Panther II Transportation, Inc	2004	AUTOMOBILE	471010053X	20050X13	Hendrix, Kerl	Closed	Insd attempting to make a right hand turn and clmt tried to	$	10,078	$	0	$	9,943
Panther II Transportation, Inc	2004	AUTOMOBILE	4X40105473	2004110X	Dabaja, Mohamad	Opened	IVdriver deceased at scene. IV driver lost control - roll	$	5,7X4	$	4,2X7	$	10,031
Panther II Transportation, Inc	2004	AUTOMOBILE	47000XXX23	20050531	XXX, Christina	Opened	Ins. EB on Hamilton in came to traffic light on pole - did XXX	$	12X	$	10,651	$	10,77X
Panther II Transportation, Inc	2004	AUTOMOBILE	472002X2XX	20050X10	Smith, Patrick	Closed	Insured driving on 35 heading XXX clmt came out of nowhere	$	11,07X	$	0	$	11,5X2
Panther II Transportation, Inc	2004	AUTOMOBILE	468011510X	20050110	Love, Rodnoy T	Closed	Insured making R turn - claimant tried to pass on R - Insure	$	1X,104	$	0	$	19,242
Panther II Transportation, Inc	2004	AUTOMOBILE	488011471X	20041220	Ibrahim, Issak	Opened	Insured driver lost control - XXX cargo van. Both drive	$	20,045	$	46X	$	20,514
Panther II Transportation, Inc	2004	AUTOMOBILE	47000X112X	20050X01	XXX, Christopher	opened	Insured XXX clmt who was broke down on side of road -	$	1X,082	$	5,6XX	$	23,750
Panther II Transportation, Inc	2004	AUTOMOBILE	4X4010X01X	20041129	Adams, Robin	Opened	XXX In left lane right lane was ending.Clmt was in front o	$	1,878	$	23,217	$	2X,1X5
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X30X2	20040X02	XXX, XXX	Opened	Iv was found in the Hwy, overturned. Ov struck IV	$	0	$	27,500	$	27,500
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X30X2	20040X02	Florida Transformer	Opened	Iv was found in the Hwy, overturned. Ov struck IV	$	0	$	41,500	$	41,500
Panther II Transportation, Inc	2004	AUTOMOBILE	47000X112X	20050X01	XXX, Christopher G	Opened	Insured XXX clmt who was broke down on side of road -	$	43,254	$	0	$	43,400
Panther II Transportation, Inc	2004	AUTOMOBILE	47100X3XX2	20040X02	Thompson, Edward	opened	Iv was found in the Hwy, overturned. Ov struck IV	$	0	$	128,000	$	128,000
Panther II Transportation, Inc	2004 Total							$	505,122	$	2XX,23X	$	754,X72
Panther II Transportation, Inc	2005	AUTOMOBILE	4X401171XX	20051220	Anes, John	Cloied	IV ran red light and was strack by OV.	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	4XX0120XXX	20051012	Unknown,	Closed	Insured hit low bridge - not sure if there is damage to the	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	4XX01210X3	2005101X	Gunnell, Randal 1	Closed	Insured backed into clmt	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	4XX0121121	2005101X	XXX, Mohammed	Closed	Insured was XXX by claimant.	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	4XX01211XX	2005101X	Unknown,	Closed	Insured backed into clmt	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	4660121174	20051023	On police report,	Closed	Insured vehicle struck claimant while putting out of a XXX	$	0	$	0	$	0
Panther II Transportation, Inc	200S	AUTOMOBILE	4XX01212X5	20051027	Estes, Billy	Closed	Insured XXX clmt.	$	0	$	0	$	0
Panther II Transportation, Inc	2005	AUTOMOBILE	47000X21X5	20050X20	Unknown,	Closed	Insured driver fell asleep and hit construction sign.	$	0	$	0	$	0

Panther II Transportation, Inc.	2005	AUTOMOBILE	4700082476	20050929	Unknown,	Closed	Truck Overturned - No Spills - but 6 hours to dean up.	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093536	20051130	Yoma, Jose R	Closed	Insured rear ended dmL	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093590	20051129	Keftlo, Jessica	Closed	Insured ralfed Into cTslmarrL	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	47000939O7	20051213	Mike’s Cor Wash,	Closed	Driver was told to enter carwash and that his equipment wou	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101386	20050921	Thompson, Jerry	Closed	Insured hit dmt white pulling out of parUw lot	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101581	20050930	Jacobs, Aids	Cmad	ConKdlnostories. Clmtslueswipidku. Ins.lncenterl	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101688	20051007	Srfvastava.Akanleha	Cioied	Vehicle 2 (Ov) stopped quick »r«! vehicle 1 0V) could not an	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101869	20051004	Blake, Ron	Closed	Insd backing Into parking space - struck parked tmlL	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4720031902	20051219	Okemura, Dentse	Closed	Clrnl Is aneglng that Irud kicked up road debris causing dam	$	0	$	0	$	0
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101232	20050915	LocomlH-Reed. Hose M	Closed	Insured rear ended dmL	$	6	$	0	$	8
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092683	20051012	Debyle-Hoen, Wendy	Closed	Insured turning right - dmt turning right - Insured collldo	$	9	$	0	$	9
Panther II Transportation, Inc.	2005	AUTOMOBILE	4640114009	20050902	American Vending,	Closed	Insured hit parked van white backing	$	30	$	0	$	30
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092821	20051018	BnkBbustiTnuuporta.llonlnt	Closed	Insured backed Into cant	$	88	$	0	$	86
Panther II Transportation, Inc.	2005	AUTOMOBILE	4600121175	20051021	Heaberun.Dave	Closed	Insured ran traxarinlo freshly seeded yard of dmt	$	100	$	0	$	100
Panther II Transportation, Inc.	2005	AUTOMOBILE	4060120356	20050908	BV. Robert	Closed	fmunsdflotno down 14jhSt- hit overhead Bncs. Slntetfs	$	204	$	0	$	204
Panther II Transportation, Inc.	2005	AUTOMOBILE	4680121754	20051118	M»er,Fran	Closed	Insured hit a guardrail on privsui property	$	345	$	0	$	345
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101852	20051017	Fisher, Jofm	Closed	Ins* Ml parked dmt	$	384	$	0	$	384
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092306	20050923	WIeox, Larry	Closed	Insured ran Into nar of dalmtnt.	$	500	$	0	$	500
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092234	20050920	unknown.	Opened	Iru. In stop/start traffic- vehicle t rolled and vehlcta 1	$	0	$	502	$	502
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660122264	20051216	carter, Haflene	Opened	Insured was changing lanes and hit cWrnarrt-s vehldo.	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4680122287	20051212	Domlscti.Hogh	Opened	Insured meklng right turn swing wide and claimant nK	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093567	20051130	Unknow	Opened	Insd rear added dmt	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093906	20051214	Carey- safety, BJ	Opened	Insured backed Wo dock and marker Bnht caught fire.	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093960	20051217	t3ross,J6nn	OpenM	Insured struck parked unattended unft.	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710102919	20051103	B Hoffman, Brenard	Opened	Insd lays dnrl came Into his lane struck mirrors- please see	$	0	$	506	$	506
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092234	20050920	Unknown,	Opened	kis. In stop/start traffic - vehlds 2 roiled and vehldo 1	$	5	$	502	$	507
Panther II Transportation, Inc.	2005	AUTOMOBILE	4720030091	20050920	Central Hauling Comp,&ny	Closed	Insured backed Into CM while backing	$	620	$	0	$	620
Panther II Transportation, Inc.	2005	AUTOMOBILE	4680120224	20050905	Flowers, Jems*	Closed	Insd changed lanes* rfld not see dmt vrtra was side swiped.	$	708	$	0	$	708
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092473	20050930	Packaging UnHmljed,	Closed	Cvslamoe caRed -Mid ourdrrVor damaged dbok.	$	750	$	0	$	750
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700094059	20051220	Gurtls, Michael	Opened	Insured hit dmt Insured turning letl dim proceedlnrj slra	$	85	$	753	$	838
Panther II Transportation, Inc.	2005	AUTOMOBILE	47000S2555	20051005	Wilder. Tyrone	Closed	Insured dipped bumper or parked dmt	$	874	$	0	$	674
Panther II Transportation, Inc.	2005	AUTOMOBILE	4600121377	20051030	WIBIams, Andrew	Closed	Insured backed Into Clmt at gas vtauon	$	905	$	0	$	905
Panther II Transportation, Inc.	2005	AUTOMOBILE	4640115010	20051010	FanrtngoalePcractia,	Closed	Insured hH slop sign and comer of guard shack	$	987	$	0	$	975
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710102412	20051029	Ball, Audrey	Closed	Insured making left turn from right lane dmt bi left lane g	$	1,000	$	0	$	1,000
Panther II Transportation, Inc.	2005	AUTOMOBILE	4720031003	20051108	Uvkioston, Katie	Opened	Insured making left onto 263 HE - dmt SB on 283 dmt tut In	$	0	$	1,001	$	1,001
Panther II Transportation, Inc.	2005	AUTOMOBILE	4880120283	20050907	Clark, William J	Ckttfld	Ins. WB on Hivy - Ins. Irad to slop for stop s»sn - Clmt SB -	$	1,051	$	0	$	1,051
Panther II Transportation, Inc.	2005	AUTOMOBILE	4720029676	20050908	Krttt, Chad	Closed	SmeB curved road - 2 trucks did not fiL	$	1,090	$	0	$	1,050
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660120469	20050915	Lively, Teresa	Closed	IV Rear Ended the ov.	$	1,065	$	0	$	1,065
Panther II Transportation, Inc.	2005	AUTOMOBILE	4600013977	20051104	Green, Catherine	Closed	Insured was struck by dmL	$	1,102	$	0	$	1,102
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092619	20051011	Goose Bench Trucking,, Inc.	Closed	Insd backed Into dmL	$	1,208	$	0	$	1,208
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710101888	20051007	Anty. Amanda	CJoied	Vehlde J (Ov) stopped oujck and vehlde 1 (IV) could nra an	$	1,230	$	0	$	1,230
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710102107	20051026	Khox,J0hn	Closed	Clmt alleges that Insd rolled back Into hli unit Insured de	$	1,388	$	0	$	1,586
Panther II Transportation, Inc.	2005	AUTOMOBILE	4790093445	20051116	Cooper, Randy	Closed	Insured scraped mirror of dmt In construction	$	1,395	$	0	$	1,385

Panther II Transportation, Inc.	2005	AUTOMOBILE	4720031001	20051019	KaklKaHrS	Opened	Insd vehldo making turn -Ml dmt CONFLICTING! stories.	$	0	$	1,501	$	1,601
Panther II Transportation, Inc.	2005	AUTOMOBILE	4680121671	20051116	Evans. PJck	Closed	Insured owneroperatorranovarsomelhVia Q consignee proper	$	1,585	$	0	$	1,605
Panther II Transportation, Inc.	2005	AUTOMOBILE	4600013529	20050923	Johnson. David T	Opened	IV had R rurure Mow out and lanolns gcarfeH off hi ro	$	0	$	1,591	$	1,600
Panther II Transportation, Inc.	2005	AUTOMOBILE	4780083442	20051013	Mohr.Mlcheel	closed	Cunt alleges Insured side swiped him. Insured was not at sc	$	1,848	$	0	$	1,048
Panther II Transportation, Inc.	2005	AUTOMOBILE	4710102100	20051022	landnBrTruclono,,lnc.	Opened	Insd merged Into drnt -spinning clmt around Into (he lane of	$	1,884	$	0	$	1,894
Panther II Transportation, Inc.	2005	AUTOMOBILE	4640115062	20051012	BakS, Josephine	dosed	Insured rolled back Into dmt at red light	$	1,704	$	0	$	1,704
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093440	20051116	Joruwon Grafn fnc,	Closed	Insd tracked Into perked attuned cunt	$	1,881	$	0	$	1,681
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660121559	20051110	Hogan Truck Servlca,	Closed	Insured backing - struck a parked - attended dmt	$	1,890	$	0	$	1,800
Panther II Transportation, Inc.	2005	AUTOMOBILE	4640115663	20051109	Cariucdo, Aaron	Closed	*1 Rollodb«ck«2allnleraedlon»1 dtsegree	$	1,935	$	0	$	1,935
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093352	20051108	Dicker, Anna K	Closed	Insured rolled Ma the rear of dmt at stop light	$	2,005	$	0	$	2,005
Panther II Transportation, Inc.	2005	AUTOMOBILE	1660099562	20051128	Panlherll Transportation	Opened	Insured s&udt parked unattended dalmant unit	$	0	$	2,006	$	2,008
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660121039	20051014	Tempcraf, Howmet	Closed	Door of the IraUerlnsd was puHIna scraped the door frame	$	2,038	$	0	$	2,036
Panther II Transportation, Inc.	2005	AUTOMOBILE	4860120222	20050902	MBOSEMAN,	Closed	Insured Ht parked unt.	$	2,070	$	0	$	2,070
Panther II Transportation, Inc.	2005	AUTOMOBILE	4600012952	20050905	stewalt, Glna	Closed	Insured unit toned down alto vehldeR which pushed vehld	$	2,338	$	0	$	2,336
Panther II Transportation, Inc.	2005	AUTOMOBILE	4860121816	20051128	BuBlvan. Martin	Closed	Insured struck parked unattended dalmant unit	$	2,430	$	0	$	2,430
Panther II Transportation, Inc.	2005	AUTOMOBILE	4680120631	20050925	BalheL Phillip	Opened	Insured ran Mo rear of dmt	$	0	$	2,501	$	1501
Panther II Transportation, Inc.	2005	AUTOMOBILE	4720031918	20051218	Small, Aloha	Opened	Insured rolled Into dalmant	$	0	$	2,000	$	2,600
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660120991	20051012	Kelly, Eita	Closed	In&d scrapped dmt while chsnglng lanes.	$	2,812	$	0	$	2,612
Panther II Transportation, Inc.	2005	AUTOMOBILE	4880121904	20051130	WanfTlscUng,	Opened	Insured backed Into parked IraSor	$	0	$	2,718	$	2,716
Panther II Transportation, Inc.	2005	AUTOMOBILE	4660122309	20051218	Michael BalchelOrtLLs* Motor Unes	Opened	Insured backed Into dmt at truck stop.	$	0	$	2,718	$	2,716
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093256	20051111	Ken. Keesle	Closed	Insured passed entrance to plant - entered next entrance end	$	0	$	2,718	$	2,716
Panther II Transportation, Inc.	2005	AUTOMOBILE	4620120900	20050920	Unknown.	Opened	Insured unit hit Clmt when clmt changed lanes - then stopped	$	24	$	2,728	$	2,750
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700092883	20051023	Domino’s Pizza,	Closed	Insured drivor hit *Oomlno-s pliza” sfon.	$	3,010	$	0	$	3,010
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093687	20051125	Mason, Anna Mario	Opened	For Record Only.... Insured was struck head on by dmL	$	0	$	3,100	$	3,100
Panther II Transportation, Inc.	2005	AUTOMOBILE	4700093487	20051125	Waonef. Uny	Opened	For Record Only Insured was struck head on by dmL	$	0	$	3,100	$	3,100

Panther II Transportation, Inc	2005	AUTOMOBILE	4720031005	20051108	Johnson, Leonard	Opened	Insured making XX XX 283 NE - XX SB on 283 dXX hit In	$	0	$	3,700	$	3,700
Panther II Transportation, Inc	2005	AUTOMOBILE	4720031182	20051013	Bertrand, Joseph	Opened	Insured backed XX	$	0	$	3,700	$	3,700
Panther II Transportation, Inc	2005	AUTOMOBILE	4710102412	20051028	Bell, WandXX	Closed	Insured making left turn from right lane XX In left lane g	$	3,74X	$	0	$	3,743
Panther II Transportation, Inc	2005	AUTOMOBILE	4710102488	20051114	CollXXs- HollingsworXX, Rebecca	Closed	Driver of Ins. unit forgot to set penXX brake and rolled b	$	4,060	$	0	$	4,060
Panther II Transportation. Inc	2005	AUTOMOBILE	4720030232	20050928	Orange County Fire Authority	Closed	CL: MoXX - IV rear ended OV.	$	4,178	$	0	$	4,179
Panther II Transportation, Inc	2005	AUTOMOBILE	4700092344	20050928	Redondo, Alfredo BonXX	Opened	Insd rear ended XX.	$	83	$	5,300	$	5,383
Panther II Transportation. Inc	2005	AUTOMOBILE	4700092822	20051020	Archer James	Opened	Insured hit XX.	$	3,102	$	3,128	$	8,456
Panther II Transportation, Inc	2005	AUTOMOBILE	4710102100	20051022	McTXX_r, Lestle	Opened	Insd merged Into dXX spinning XX around into the lane of	$	1,522	$	5,200	$	8,XX0
Panther II Transportation, Inc	2005	AUTOMOBILE	4060120394	20050912	AppXX, John	Opened	Insd rear ended XX.	$	19	$	7,581	$	7,X00
Panther II Transportation, Inc	2005	AUTOMOBILE	4680120468	20050915	Geez Louise Enterprises Inc	Closed	Insured backing and hit XX.	$	7,972	$	0	$	7,972
Panther II Transportation, Inc	2005	AUTOMOBILE	4480121172	20051020	Mohammad, Frank	Closed	Insured unit hit. overhead canopy at gas station	$	10,0099	$	0	$	10,09X
Panther II Transportation, Inc	2005	AUTOMOBILE	4720030700	20051022	Davis, MyrXXn	Opened	IV rear ended OV.	$	2,027	$	8,124	$	10,151
Panther II Transportation, Inc	2005	AUTOMOBILE	4880120831	20050825	BenXX, Raven	Opened	Insured ran into rear of dXX.	$	5,258	$	2,600	$	10,XXX
Panther II Transportation, Inc	2005	AUTOMOBILE	4800012952	20050905	Taylor, Marsha	Closed	Insured unit rolled down Into vehicle #2 which pushed vehicle	$	18,985	$	0	$	14,191
Panther II Transportation, Inc	2005	AUTOMOBILE	4890120293	20050907	Smith, Alicia L	Closed	Ins. WB on Hwy - Ins. had to stop for stop sign - CXX SB.	$	25,105	$	0	$	25,243
	2005 Total							$	135,184	$	72,3XX	$	203,203
	Grand Total							$	3,700,503	$	538.226	$	4,224,557

Schedule 3.7

ERISA

Retirement Plans

• Panther II Transportation, Inc. 401(k) Profit Sharing Plan (January 1, 2004 Restatement).

Schedule 3.9

Title to Properties

• Panther II Transportation, Inc. uses meeting space at 1197 Farnsworth Street, Waterville, OH pursuant to an oral agreement on a month to month basis.

Schedule 3.10

Taxes

• None

Schedule 3.17

Intellectual Property

• Service Marks

Mark	Registration No ./Issue Date	Goods/Services/Class
Panther II Transportation	2,338,784 4/4/2000	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39
Panther II Transportation Inc. (Words and Design)	2,415,329 12/26/2000	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39
Elite Services	Pending; Application No. 78762130	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39

• Domain name: http://www.pantherii.com

• Rights, title and interest in a software package known as “Intrans” including the source code, object code and all copyrights associated therewith, assigned from Integrity Software Solutions, Inc. on July 15, 1998 (the “Intrans Agreement”).

• Information Management Proposal, dated July 21, 2000, prepared for Panther II Transportation, Inc. by Hudson James Incorporated, regarding OnBase Document Management System, developed by Hyland Software, Inc. OnBase Document Management System allows for the automation of document processing and retrieval based on custom document types and workflows that can be customized within the software. Panther II Transportation, Inc. is currently running the latest version of OnBase with no modifications to the original source code provided by Hyland Software Inc.

• QUALCOMM, Inc. licensed OmniTRACS Software to Panther II Transportation, Inc. pursuant to OmniTracs Contract between Panther II Transportation, Inc. and QUALCOMM, Inc., effective September 28, 2002.

Schedule 3.19

Brokers Fees; Transaction Fees

• Panther II Transportation, Inc. will pay Rothschild Inc. a transaction fee of $890,931.08.

• Investment banking fee payable to Fenway Partners, Inc. as permitted by Schedule 5.7.

Schedule 3.24

Material Contracts

• Assignment by and between Fusion Software, Inc. and Panther II Transportation, Inc. dated as of June 10, 2005.

• QUALCOMM, Inc. licensed OmniTRACS Software to Panther II Transportation, Inc. pursuant to OmniTracs Contract between Panther II Transportation, Inc. and QUALCOMM, Inc., effective September 28, 2002.

• Agreement between MCI and Panther II Transportation, Inc. dated February 23, 2004.

• Management Advisory Agreement by and among Panther II Transportation, Inc., PTHR Holdings, Inc. and Fenway Partners, Inc. dated June 10, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Daniel Sokolowski dated June 10, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Richard J. Buffington dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Steven D. Wharton dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Richard A. Ford dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Christopher T. French dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Jon P. Garity dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Christopher D. Koehring dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Robert J. Poulos dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Paul D. Ratcliff dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and John J. Sliter dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Jeffrey M. Sokolowski dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Michael F. Stopka dated July 27, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Jeffrey S. St. Pierre dated November 1, 2005.

Schedule 5.1

Liens

• Liens on equipment securing lease payments in the outstanding amount of approximately $2,800,000 under that certain Master Equipment Lease Agreement No. 12441 between Panther II Transportation, Inc. and National City Leasing Corporation, dated September 12, 2002 (the “Master Equipment Lease”). The following Equipment Schedules were executed pursuant to the Master Equipment Lease:

• Schedule No. 001 covering 20 trailers (September 12, 2002) and associated riders.

• Schedule No. 002 covering 20 trailers (April 9, 2003) and associated riders.

• Schedule No. 003 covering 20 trailers (January 20, 2004) and associated riders.

• Schedule No. 004 covering 20 trailers (July 26, 2004).

• Schedule No. 005 covering 20 trailers (Nov. 30, 2004) and associated riders.

• Schedule No. 006 covering 15 trailers (Dec. 31, 2004) and associated riders.

• Liens on equipment securing lease payments in the outstanding amount of approximately $407,200.57 under that certain Equipment Lease Agreement No. 66137000 between Panther II Transportation, Inc. and National City Leasing Corporation, dated December 12, 2005.

• Liens on equipment securing lease payments in the outstanding amount of approximately $110,010.00 under that certain Equipment Lease Agreement No. 65860000 between Panther II Transportation, Inc. and National City Leasing Corporation, dated December 2, 2005.

Schedule 5.5

Indebtedness

• Letter of credit between Panther II Transportation, Inc. and LaSalle Bank in the face amount of $2,505,875.00.

• Indebtedness in the amount of approximately $2,800,000 under the Master Equipment Lease Agreement No. 12441 between Panther II Transportation, Inc. and National City Leasing Corporation, dated September 12, 2002 (the “Master Equipment Lease”). The following Equipment Schedules were executed pursuant to the Master Equipment Lease:

• Schedule No. 001 covering 20 trailers (September 12, 2002) and associated riders.

• Schedule No. 002 covering 20 trailers (April 9, 2003) and associated riders.

• Schedule No. 003 covering 20 trailers (January 20, 2004) and associated riders.

• Schedule No. 004 covering 20 trailers (July 26, 2004).

• Schedule No. 005 covering 20 trailers (Nov. 30, 2004) and associated riders.

• Schedule No. 006 covering 15 trailers (Dec. 31, 2004) and associated riders.

• Indebtedness in the amount of approximately $407,200.57 under Equipment Lease Agreement No. 66137000 between Panther II Transportation, Inc. and National City Leasing Corporation, dated December 12, 2005.

• Indebtedness in the amount of approximately $110,010.00 under Equipment Lease Agreement No. 65860000 between Panther II Transportation, Inc. and National City Leasing Corporation, dated December 2, 2005.

Schedule 5.6

Affiliate Transactions

• Contractor Operating Agreement between Panther II Transportation, Inc. and AC/DC Leasing Inc., owned by Richard Buffington, Director of Operations of Panther II Transportation, Inc., dated February 24, 2005.

• 40 Contractor Operating Agreements between Panther II Transportation, Inc. and AC/DC Leasing Inc., owned by Richard Buffington, Director of Operations of Panther II Transportation, Inc., and various truck drivers all in form identical to the Contractor Operating Agreement between Panther II Transportation, Inc., AC/DC Leasing Inc. and Jerry and Tina Husfelt executed on April 5, 2005 and provided to Antares (payments of approximately $4,000,000 per annum).

Schedule 5.7

EBITDA Targets 2005

Special Bonus Plan

Members of senior management (excluding Daniel Sokolowski), will be entitled to receive up to $500,000, in the aggregate, if the Company achieves the minimum EBITDA levels for the 2005 fiscal year set forth in following table:

2005 EBITDA

FROM		TO		% of Bonus		Proceeds
$	0.0	$	21.0	0	%	$	0
$	21.0	$	21.1	20	%	$	100,000
$	21.1	$	21.2	40	%	$	200,000
$	21.2	$	21.3	60	%	$	300,000
$	21.3	$	21.4	80	%	$	400,000
$	21.4		and over	100	%	$	500,000

2005 Supplemental Cash Bonus Plan

Specified members of senior management will be entitled to receive a cash bonus if the Company achieves the minimum EBIDTA levels for the 2005 fiscal year set forth in the following table:

2005 EBITDA

FROM		TO		Cash Bonus Payment
$	21.4	$	21.5	$	3,000
$	21.5	$	21.6	$	4,000
$	21.6	$	21.7	$	5,000
$	21.7	$	21.8	$	10,000
$	21.8	$	21.9	$	13,333
$	21.9	$	22.0	$	16,667
$	22.0	$	22.1	$	20,000
$	22.1	$	22.2	$	33,333
$	22.2	$	22.3	$	43,333
$	22.3	$	22.4	$	46,667
$	22.4		N/A	$	50,000

Daniel Sokolowski

Daniel Sokolowski will be entitled to receive up to $2,000,000 if the Company achieves the minimum EBITDA levels for the 2005 fiscal year set forth in following table:

2005 EBITDA

FROM		TO		Proceeds
$	0.0	$	21.0	$	0.0
$	21.0	$	21.1	$	200,000
$	21.1	$	21.2	$	400,000
$	21.2	$	21.3	$	600,000
$	21.3	$	21.4	$	800,000
$	21.4	$	21.5	$	991,000
$	21.5	$	21.6	$	998,000
$	21.6	$	21.7	$	985,000
$	21.7	$	21.8	$	1,136,667
$	21.8	$	21.9	$	1,126,667
$	21.9	$	22.0	$	1,116,667
$	22.0	$	22.1	$	1,273,333
$	22.1	$	22.2	$	1,233,333
$	22.2	$	22.3	$	1,203,333
$	22.3	$	22.4	$	1,360,000
$	22.4	$	22.5	$	1,350,000
$	22.5	$	22.8	$	1,516,667
$	22.8	$	23.1	$	1,683,333
$	23.1		and over	$	1,850,000

Schedule 5.9

Contingent Obligations

• Letter of credit between Panther II Transportation, Inc. and LaSalle Bank in the face amount of $2,505,875.00.

EXHIBIT 1.8(e)

EXCESS CASH FLOW CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date:             , 200  

This Certificate is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 1.8(e) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among the Borrower, Antares Capital Corporation, as agent (in such capacity, the “Agent”) and the other financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of the Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of the Borrower. By executing this Certificate, such officer hereby certifies to the Agent and the Lenders that:

(a) set forth on Exhibit 1 hereto is a correct calculation of Excess Cash Flow for the year ended              , 200   (or, with respect to the year ending December 31, 2006, for the period commencing on the Restatement Effective Date and ending on December 31, 2006) and a correct calculation of the required prepayment of $        ;

(b) set forth on Exhibit 2 hereto is a correct calculation of the Leverage Ratio as of               , 200   and, based on such Leverage Ratio, the applicable ECF Percentage is [50/75] %; and

(c) the Exhibits set forth below are based on the audited financial statements which have been delivered to Agent in accordance with subsection 4.1(a) of the Credit Agreement.

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officer this      day of              , 200  .

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Name:

Title:

EXHIBIT 1 to Excess Cash Flow Certificate

CALCULATION OF REQUIRED EXCESS CASH FLOW PREPAYMENT

Excess Cash Flow is defined as follows:

Cash Flow (per Exhibit 4.2(b) ) for the year ending December 31, 200 (or, with respect to the year ending December 31, 2006, for the period commencing on the Restatement Effective Date and ending on December 31, 2006)

Less:	Scheduled principal payments with respect to Indebtedness actually paid in cash during the relevant period	$	_________
	Voluntary prepayments of Indebtedness (other than the Loans) permitted by the Credit Agreement (to the extent not made with the proceeds of Revolving Loans or Swing Line Loans) actually paid in cash during the relevant period	$	_________
	Net Interest Expense (per Exhibit 4.2(b)) actually paid in cash during the relevant period	$	_________
	Management and board of director fees and expenses actually paid in cash during the relevant period to the extent added back to income in calculating EBITDA and to the extent permitted by Section 5.7 of the Credit Agreement	$	_________
	Taxes actually paid in cash during the relevant period	$	_________
	Amounts actually paid in cash in respect of Acquisitions permitted by the Credit Agreement (to the extent not made with the proceeds of Indebtedness, including, without limitation, Revolving Loans or Swing Line Loans, or proceeds of cash equity) during the relevant period	$	_________
	Amendment and waiver fees paid in cash during the relevant period to Agent and Lenders and annual agent’s fee paid in cash during the relevant period to Agent, in each instance, to the extent added back to income in calculating EBITDA	$	_________
	Other expenses paid in cash during the relevant period at the direction of the Agent in connection with the exercise of its rights under the Loan Documents, to the extent added back to income in calculating EBITDA	$	_________
	Without duplication for any amounts already included in any of the preceding deductions to Cash Flow, Restricted Payments actually

	made in cash by Borrower that are permitted under Section 5.11 of the Credit Agreement	$	_________
	Increase in Working Capital (defined below)	$	_________
Plus:	Decrease in Working Capital	$	_________
Excess Cash Flow		$	_________
ECF Percentage (pursuant to the calculations set forth on Exhibit 2 ) 1			75%/50%
Subtotal:		$	_________
Less:	Voluntary principal prepayments of the Term Loan actually paid in cash and permanent reductions of the Revolving Loan Commitment that are accompanied by a cash payment equal to such reduction	$	_________
Prepayment amount		$	_________

¹ The ECF Percentage is based on the Leverage Ratio as provided in Section 1.8(e) of the Credit Agreement.

Decrease (increase) in Working Capital, for the purposes of the calculation of Excess Cash Flow, means the following:

	Beg. of Period		End of Period
Current assets:	$	_________	$	_________
Less (to the extent included in current assets):
Cash		________		________
Cash Equivalents		________		________
Amounts due from Affiliates		________		________
Deferred tax assets		________		________
Income taxes receivable (without duplication of amounts included in “Deferred tax assets”)		________		________
Adjusted current assets	$	_________	$	_________
Current liabilities:	$	_________	$	_________
Less (to the extent included in current liabilities):
Revolving Loans		________		________
Swing Line Loans		________		________
Current portion of Indebtedness		________		________
Amounts due to Affiliates		________		________
Deferred tax liabilities		________		________
Income taxes payable (without duplication of amounts included in “Deferred tax liabilities”)		________		________
Adjusted current liabilities	$	_________	$	_________
Working Capital (adjusted current assets minus adjusted current liabilities)	$	_________	$	_________
Decrease (Increase) in Working Capital (beginning of period minus end of period Working Capital)			$	_________

EXHIBIT 2 to Excess Cash Flow Certificate

CALCULATION OF LEVERAGE RATIO

Leverage Ratio is defined as follows:

Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to December 31, 2006, the average of the Revolving Loan balance as of the last day of each calendar month since the Restatement Effective Date)		$	_________
Plus:	Letter of Credit Participation Liability as of date of measurement	$	_________
	Outstanding principal balance of the Swing Line Loans as of date of measurement	$	_________
	Outstanding principal balance of the Term Loan as of date of measurement	$	_________
	Principal portion of Capital Lease Obligations and Indebtedness secured by purchase money Liens as of date of measurement	$	_________
	Principal portion of Subordinated Indebtedness evidenced by the Subordinated Notes as of date of measurement	$	_________
	Without duplication, all other Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under Rate Contracts to the extent constituting Obligations) as of date of measurement	$	_________
Indebtedness		$	_________
Less:	Unrestricted cash and cash equivalents of Borrower and its Subsidiaries in which Agent has a perfected first priority Lien, not to exceed $2,500,000 in the aggregate	$	_________
Adjusted Indebtedness		$	_________
EBITDA for the twelve month period ending on the date of measurement (per Exhibit B of Exhibit 4.2(b)) :		$	_________
Plus:	Pro Forma Acquisition EBITDA (per Exhibit B of Exhibit 4.2(a)) for each Permitted Acquisition (attach Schedule showing calculation of Pro Forma Acquisition EBITDA for each Permitted Acquisition)	$	_________
Adjusted EBITDA		$	_________
Leverage Ratio (Adjusted Indebtedness (from above) divided by Adjusted EBITDA		$	_________

EXHIBIT 4.2(b)

COMPLIANCE CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date:           , 200  

This Compliance Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(b) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders, on behalf of Borrower, that:

(a) the financial statements delivered with this Certificate in accordance with subsection 4.1(a) and/or 4.1(b) of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP the financial position and the results of operations of Borrower and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure);

(b) to the best of such officer’s knowledge, each of Holdings, the Borrower and its Subsidiaries, during the period covered by such financial statements, has observed and performed all of their respective covenants and other agreements, and satisfied every condition in, the Credit Agreement and the other Loan Documents to be observed, performed or satisfied by them, and such officer had not obtained knowledge of any Default or Event of Default [except as specified on the written attachment hereto];

(c) Exhibit A hereto is a correct calculation of each of the financial covenants contained in Article VI of the Credit Agreement as of the end of the most recent fiscal quarter;

(d) based on the Leverage Ratio, the Applicable Margin for (i) Base Rate Loans is              and (ii) LIBOR Rate Loans is [for use with delivery of monthly financial statements with respect to the last month of a fiscal quarter]; and

(e) since the Original Closing Date and except as disclosed in prior Compliance Certificates delivered to Agent, none of Holdings, Borrower or any of its Subsidiaries has:

(i) changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired any Subsidiary except as follows:                                  ;

1

(ii) acquired the assets of, or merged or consolidated with or into, any Person, except as follows:                                  ; or

(iii) changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any real property leases, except as follows:                         .

2

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officers this      day of              , 200  .

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Name:

Title:

3

EXHIBIT A TO EXHIBIT 4.2(b)

COMPLIANCE CERTIFICATE

Covenant 6.1 Capital Expenditure Limit

Capital Expenditures are defined as follows:

The aggregate of all expenditures and obligations, for the relevant test period set forth in Section 6.1 of the Credit Agreement, which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures
Permitted Capital Expenditures
In Compliance			Yes/No

For purposes of calculating Cash Flow, Capital Expenditures are defined as follows:

The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the month covered by such financial statements which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted     Acquisitions
Capital Expenditures
Less:	Portion of Capital Expenditures financed under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment)
Unfinanced Capital Expenditures [used in calculation of Cash Flow]

Covenant 6.2 Senior Leverage Ratio

Senior Leverage Ratio is defined as follows:

Adjusted Indebtedness (per Exhibit B ):	$
Less: The principal amount of the Subordinated Indebtedness evidenced by the Subordinated Notes
Senior Indebtedness:	$
Adjusted EBITDA (per Exhibit B )	$
Senior Leverage Ratio (Senior Indebtedness (from above) divided by Adjusted EBITDA)
Maximum Senior Leverage Ratio
In Compliance		Yes/No

Covenant 6.3 Fixed Charge Coverage

Fixed Charge Coverage is defined as follows:

Cash Flow (“per Exhibit B )	$
Fixed Charges:
Net Interest Expense (per Covenant 6.4 )	$
Plus: Scheduled principal payments of Indebtedness during such period 1
Taxes paid in cash during such period
Restricted Payments paid in cash during such period (excluding (a) dividends from Subsidiaries of the Borrower to the Borrower or other Subsidiaries of the Borrower, (b) the Restatement Effective Date Transactions and (c) Restricted Payments made pursuant to and in compliance with Section 5.1 l(b) of the Credit Agreement)
Management fees and expenses and board of director fees paid in cash during such period
Fixed Charges 2	$
Fixed Charge Coverage (Cash Flow divided by Fixed Charges)
Required Fixed Charge Coverage
In Compliance		Yes/No

¹ For purposes of calculating Fixed Charge Coverage, any prepayment of the Term Loan pursuant to Section 1.8(e) of the Credit Agreement shall be deemed to have been applied pro rata to all remaining scheduled installments thereof, regardless of how such prepayment was actually applied.

² For purposes of calculating the Fixed Charge Coverage Ratio as of March 31, 2006, June 30, 2006 and September 30, 2006, (i) Fixed Charges (other than scheduled principal payments of the Term Loan) shall be annualized, such that Fixed Charges as of such date shall equal actual Fixed Charges for the period commencing on January 1, 2006 and ending on such March 31, 2006, June 30, 2006 or September 30, 2006, as the case may be, multiplied by 4, 2 and 4/3, respectively, and (ii) scheduled principal payments of the Term Loan shall be deemed to be $1,300,000 for each such measurement period. Notwithstanding the foregoing, actual Restricted Payments pursuant to Section 5.11 (b) of the Credit Agreement shall be used and shall not be annualized.

Covenant 6.4 Interest Coverage Ratio

Interest Coverage Ratio is denned as follows:

EBITDA (per Exhibit B )	$
Net Interest Expense:
Gross interest expense for such period required to be paid in cash (including all commissions, discounts, fees and other charges in connection with standby letters of credit and similar instruments) for the Borrower and its Subsidiaries on a consolidated basis	$
Less: Interest income for such period	$
Net Interest Expense [used in calculation of Fixed Charge Coverage and Excess Cash Flow]	$
Interest Coverage Ratio (EBITDA divided by Net Interest Expense) 3
Required Interest Coverage Ratio
In Compliance		Yes/No

³ For purposes of calculating the Interest Coverage Ratio as of March 31, 2006, June 30, 2006 and September 30, 2006, Net Interest Expense shall be annualized, such that Net Interest Expense as of such date shall equal actual Net Interest Expense for the period commencing on January 1, 2006 and ending on such March 31, 2006, June 30, 2006 or September 30, 2006, as the case may be, multiplied by 4, 2 and 4/3, respectively.

Exhibit B

Calculation of EBITDA, Cash Flow and Leverage Ratio

EBITDA is defined as follows:
Net income (or loss) for the applicable period of measurement of Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person which is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Person is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (c) gains or losses from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of the Borrower and its Subsidiaries, and related tax effects in accordance with GAAP; and (d) any other extraordinary or non-recurring gains or losses of the Borrower or its Subsidiaries, and related tax effects in accordance with GAAP	$
Plus, without duplication:
All amounts deducted in calculating net income (or loss) for  depreciation or amortization for such period
Interest expense (less interest income) deducted in calculating net income (or loss)  for such period
All accrued taxes on or measured by income to the extent  deducted in calculating net income (or loss) for such period
All management fees and expenses and board of director fees, in each instance, to the extent deducted in calculating net income (or loss) for such period
Severance payments and non-recurring seller-related expenses, not to exceed $550,000 in the aggregate, incurred in the calendar quarter ended June 30, 2005, in each instance, to

the extent deducted in calculating net income (or loss) for such period
All non-cash amounts deducted in the determination of net income (or loss) for such period resulting solely from the application of FAS 141, FAS 142 or FAS 144 in accordance with GAAP		_________
All transaction-related expenses and fees incurred in connection with (a) the transactions consummated on the Original Closing Date pursuant to the Credit Agreement and Related Agreements as in effect on the Original Closing Date and (b) the transactions contemplated by the Credit Agreement and the Related Transactions, not to exceed $12,000,000 in the aggregate, and in connection with Permitted Acquisitions, not to exceed $500,000 in the aggregate, in each case to the extent not included in any of the other add-backs in computing EBITDA provided herein, and to the extent deducted in calculating net income or loss for such period	$	_________
Amendment and waiver fees paid to Agent and Lenders and annual agent’s fee paid to Agent, in each instance, to the extent deducted in calculating net income (or loss) for such period	$	_________
Other expenses paid at the direction of the Agent in connection with the exercise of its rights under the Loan Documents, to the extent deducted in calculating net income (or loss) for such period	$	_________
Non-cash compensation expense attributable to employee stock options, to the extent deducted in calculating net income (or loss) for such period	$	_________
Other non-cash expenses (or less non-cash income), to the extent deducted (or, with respect to non-cash income, included) in calculating net income (or loss) for such period and for which no cash outlay (or cash receipt) is foreseeable	$	_________
Performance bonuses paid to officers and employees in accordance with Section 5.7 of the Credit Agreement, not to exceed $2,500,000 in the aggregate, to the extent deducted in calculating net income (or loss) for such period	$	_________

EBITDA ⁴ $ _________

⁴ For all purposes, EBITDA for the following periods shall be deemed equal to the following amounts:

Period	EBITDA
February 2005	$	1,070,000
March 2005	$	1,463,000
April 2005	$	1,443,000
May 2005	$	1,998,000
June 2005	$	2,018,000
July 2005	$	1,374,000
August 2005	$	2,689,000
September 2005	$	2,871,000
October 2005	$	3,159,000
November 2005	$	2,204,000

EBITDA for December 2005 and for the stub-period beginning January 1, 2006 and ending on the Restatement Effective Date shall equal actual EBITDA of Borrower and its Subsidiaries for such month (or stub-period) computed on a basis consistent with the determination of EBITDA set forth in the table above.

Calculation of Cash Flow
EBITDA for the applicable period of measurement		$	_________
Less: Unfinanced Capital Expenditures (per Covenant 6.1)			_________
Cash Flow [used in calculation of Excess Cash Flow and Fixed Charge Coverage]		$	_________
**********
Calculation of Leverage Ratio
Leverage Ratio is defined as follows:
Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to December 31, 2006, the average of the Revolving Loan balance as of the last day of each calendar month since the Restatement Effective Date)		$	_________
Plus:	Letter of Credit Participation Liability as of date of measurement		_________
	Outstanding principal balance of the Swing Line Loans as of date of measurement		_________
	Outstanding principal balance of the Term Loan as of date of measurement		_________
	Principal portion of Capital Lease Obligations and Indebtedness secured by purchase money Liens as of date of measurement		_________
	Principal portion of Subordinated Indebtedness evidenced by the Subordinated Notes as of date of measurement		_________
	Without duplication, all other Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under Rate Contracts to the extent constituting an Obligation) as of date of measurement		_________
Indebtedness:		$	_________
Less:	Unrestricted cash and cash equivalents of Borrower and its Subsidiaries in which Agent has a perfected first priority Lien, not to exceed $2,500,000 in the aggregate	$	_________

Adjusted Indebtedness [used in calculation of Senior Leverage Ratio]	$
EBITDA for the twelve month period ending on the date of measurement (per Exhibit B)	$
Plus: Pro Forma Acquisition EBITDA (as defined below) for each Permitted Acquisition (attach Schedule showing calculation of Pro Forma Acquisition EBITDA for each Permitted Acquisition)	$
Adjusted EBITDA [used in calculation of Senior Leverage Ratio]	$
Leverage Ratio (Adjusted Indebtedness (from above) divided by Adjusted EBITDA) [used in determination of Applicable Margin]

“Pro Forma Acquisition EBITDA” means, with respect to any Acquired Entity, the Acquired Entity’s earnings before interest, taxes, depreciation and amortization for the most recent trailing twelve (12) month period ending as of the last day of the month preceding the closing of the Permitted Acquisition for which financial statements have been delivered to Agent, subject to (a) such proforma add-backs of the type specified on Exhibit B that have been deducted in calculating net income (or loss) for such period and (b) such other proforma adjustments, in each case as are acceptable to the Agent. Pro Forma Acquisition EBITDA for any Acquired Entity shall be calculated on a month by month basis such that a separate amount shall be allocated to each month included in the applicable trailing twelve (12) month period. After the consummation of any Permitted Acquisition, Pro Forma Acquisition EBITDA with respect to any Acquired Entity acquired as a result thereof shall equal Pro Forma Acquisition EBITDA (a) for and allocated to the calendar month preceding the calendar month in which the closing of such Permitted Acquisition occurs and (b) included within the twelve (12) month period ending the applicable date of determination.

EXHIBIT 5.7

PANTHER II TRANSPORTATION, INC.

2005 Special Bonus Plan

July 27, 2005

The following sets forth the terms and conditions of the 2005 Special Bonus Plan for specified members of senior management of Panther II Transportation, Inc. (the “ Company” ).

Plan :	The plan will be referred to as the 2005 Special Bonus Plan (the “ Plan”). For the avoidance of doubt, this Plan shall be in addition to, and not in lieu of, any other bonus plan for fiscal year 2005 established by the Company prior to the date hereof.
Eligibility :	The compensation committee (the “ Compensation Committee”) of the board of directors of PTHR Holdings, Inc. (“Holdings”) will award interests in the Plan to identified members of management of the Company.
Interests :	Awards under the Plan represent the right to receive a cash payment if the Company meets or exceeds certain EBITDA (as defined below) targets for the 2005 fiscal year. The maximum amount of the cash payment payable to each Participant under the Plan will be in an amount equal to the “Maximum Bonus Amount” specified in the Participant’s award letter.
Payment :	Each Participant will be entitled to receive up to 100% of the applicable Maximum Bonus Amount from the Company as follows:
	(1)    If the Company achieves EBITDA for the 2005 fiscal year equal to or in excess of $21,000,000 but less than $21,100,000, each Participant will be entitled to receive a cash payment equal to 20% of such Participant’s Maximum Bonus Amount; (2)    If the Company achieves EBITDA for the 2005 fiscal year equal to or in excess of $21,100,000 but less than $21,200,000, each Participant will be entitled to receive a cash payment equal to 40% of such Participant’s Maximum Bonus Amount; (3)    If the Company achieves EBITDA for the 2005 fiscal year equal to or in excess of $21,200,000 but less than $21,300,000, each Participant will be entitled to receive a cash payment equal to 60% of such Participant’s Maximum Bonus Amount; (4)    If the Company achieves EBITDA for the 2005 fiscal year

	equal to or in excess of $21,300,000 but less than $21,400,000, each Participant will be entitled to receive a cash payment equal to 80% of such Participant’s Maximum Bonus Amount; and (5)    If the Company achieves EBITDA for the 2005 fiscal year equal to or in excess of $21,400,000, each Participant will be entitled to receive a cash payment equal to 100% of such Participant’s Maximum Bonus Amount.
	If earned, payments made hereunder will be paid on the date which is 10 business days following the date on which the audited financial statements for fiscal year 2005 are released (the “ Payment Date ”).
	Payments made hereunder will be reduced by the amount of any federal or state tax which the Company determines is required to be withheld under applicable law and regulations. Amounts payable hereunder are not intended to constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code, as amended, and the Plan shall be construed accordingly.
Key Definitions :	“ EBITDA ” means, for fiscal year 2005, the consolidated earnings of Holdings and its subsidiaries, before interest, taxes, depreciation, amortization and any fees paid to Fenway Partners, Inc. and its affiliates plus or minus (as applicable) any items determined by the Compensation Committee in its reasonable discretion to be extraordinary or non-recurring, provided that the Company’s costs incurred in investigating, preparing for and finalizing the Stock Purchase Agreement shall be an extraordinary, non-recurring expense that shall not be included in the calculation of EBITDA, all as calculated by the Compensation Committee on the basis of the Holdings’ audited consolidated financial statements for fiscal year 2005.
	“ Stock Purchase Agreement ” means the Contribution and Share Purchase Agreement by and among Panther II Transportation, Inc., PTHR Holdings, Inc., Panther Acquisition, Inc. and Ellen A. Amato as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A dated 2/16/99.
Termination :	The Plan and all awards granted hereunder will immediately and automatically terminate in the event of an insolvency or bankruptcy of the Company or Holdings.

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	If a Participant’s employment with the Company is terminated by the Company or by the Participant for any reason prior to the Payment Date, such Participant’s award will immediately and automatically terminate; provided , however that, in the event of the death or disability of the Participant after December 31, 2005 and prior to the Payment Date, the Company shall pay to the estate of the Participant the award, if any, that would have otherwise been payable to the Participant hereunder and under the Participant’s award letter.
	Neither the adoption of the Plan nor the grant of an award to any Participant will confer upon any Participant any right to continue as an employee or in any other position with the Company or any of its subsidiaries or affiliates or affect in any way the right of the Company or any such subsidiary or affiliate to terminate any Participant at any time.
	The loss of existing or potential profit in awards granted under the Plan will not constitute an element of damages in the event of termination of any employment or other relationship of any Participant with the Company or any of its subsidiaries or affiliates even if the termination is in violation of an obligation of the Company or any of its subsidiaries or affiliates to such Participant by contract or otherwise.
Non-transferability :	Awards under the Plan are non-transferable, except upon the death of a Participant, whose awards may be transferred by will or by the laws of descent and distribution.
Administration and Amendment :	The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of each award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties.

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The Compensation Committee may at any time discontinue granting awards under the Plan. The Compensation Committee may at any time or times amend the Plan or any award under the Plan for any purpose in the sole discretion of the Compensation Committee, but no such amendment will adversely affect the rights of the holder of any award previously granted under the Plan without the consent of such holder.

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PANTHER II TRANSPORTATION, INC.

2005 Supplemental Cash Bonus Plan

September 14, 2005

The following sets forth the terms and conditions of the 2005 Supplemental Bonus Plan for specified members of senior management of Panther II Transportation, Inc. (the “ Company ”)

Plan :	The plan will be referred to as the 2005 Supplemental Bonus Plan (the “ Plan ”). For the avoidance of doubt, this Plan shall be in addition to, and not in lieu of, any other bonus plan for fiscal year 2005 established by the Company prior to the date hereof.
Eligibility :	The compensation committee (the “ Compensation Committee ”) of the board of directors of PTHR Holdings, Inc. (“ Holdings ”) will award interests in the Plan to the members of management of the Company identified on Schedule I hereto (each, a “ Participant ”).
Interests :	Awards under the Plan represent the right to receive a cash payment if the Company meets or exceeds certain EBITDA (as defined below) targets for the 2005 fiscal year. The maximum amount of the cash payment payable to each Participant under the Plan will be $50,000.
Payment :	Each Participant will be entitled to receive a cash bonus in the amount set forth in the following table based on the amount of EBITDA (as defined below) achieved by the Company for the 2005 fiscal yean

If 2005 Fiscal Year EBITDA is: (EBITDA amounts in millions)				Then each Participant will be entitled to receive a cash bonus payment equal to:
Greater Than:		But Less Than:
$	21.4	$	21.5	$	3,000
$	21.5	$	21.6	$	4,000
$	21.6	$	21.7	$	5,000
$	21.7	$	21.8	$	10,000
$	21.8	$	21.9	$	13,333
$	21.9	$	22.0	$	16,667
$	22.0	$	22.1	$	20,000
$	22.1	$	22.2	$	33,333
$	22.2	$	22.3	$	43,333
$	22.3	$	22.4	$	46,667
$	22.4		N/A	$	50,000

	If earned, payments made hereunder will be paid on the date which is 10 business days following the date on which the audited financial statements for fiscal year 2005 are released (the “ Payment Date”).
	Payments made hereunder will be reduced by the amount of any federal or state tax which the Company determines is required to be withheld under applicable law and regulations. Amounts payable hereunder are not intended to constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code, as amended, and the Plan shall be construed accordingly.
Key Definitions:	“ EBITDA” means, for fiscal year 2005, the consolidated earnings of Holdings and its subsidiaries, before interest, taxes, depreciation, amortization and any fees paid to Fenway Partners, Inc. and its affiliates plus or minus (as applicable) any items determined by the Compensation Committee in its reasonable discretion to be extraordinary or non-recurring, provided that the Company’s costs incurred in investigating, preparing for and finalizing the Stock Purchase Agreement shall be an extraordinary, non-recurring expense that shall not be included in the calculation of EBITDA, all as calculated by the Compensation Committee on the basis of the Holdings’ audited consolidated financial statements for fiscal year 2005.
	“ Stock Purchase Agreement” means the Contribution and Share Purchase Agreement by and among Panther II Transportation, Inc., PTHR Holdings, me, Panther Acquisition, Inc. and Ellen A. Amato as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A dated 2/16/99.
Termination:	The Plan and all awards granted hereunder will immediately and automatically terminate in the event of an insolvency or bankruptcy of the Company or Holdings.
	If a Participant’s employment with the Company is terminated by the Company or by the Participant for any reason prior to the Payment Date, such Participant’s award will immediately and automatically terminate; provided , however that, in the event of

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	the death or disability of the Participant after December 31, 2005 and prior to the Payment Date, the Company shall pay to the estate of the Participant the award, if any, that would have otherwise been payable to the Participant hereunder and under the Participant’s award letter.
	Neither the adoption of the Plan nor the grant of an award to any Participant will confer upon any Participant any right to continue as an employee or in any other position with the Company or any of its subsidiaries or affiliates or affect in any way the right of the Company or any such subsidiary or affiliate to terminate any Participant at any time.
	The loss of existing or potential profit in awards granted under the Plan will not constitute an element of damages in the event of termination of any employment or other relationship of any Participant with the Company or any of its subsidiaries or affiliates even if the termination is in violation of an obligation of the Company or any of its subsidiaries or affiliates to such Participant by contract or otherwise.
Non-transferability :	Awards under the Plan are non-transferable, except upon the death of a Participant, whose awards may be transferred by will or by the laws of descent and distribution.
Administration and Amendment :	The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of each award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties.
	The Compensation Committee may at any time discontinue granting awards under the Plan. The Compensation Committee may at any time or times amend the Plan or any award under the Plan for any purpose in the sole discretion of the Compensation Committee, but no such amendment will adversely affect the rights of the holder of any award previously granted under the Plan without the consent of such holder.

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	Participants	Schedule I
John Sliter Richard Buffington Christopher French

PANTHER II TRANSPORTATION, INC.

Sokolowski 2005 Cash Bonus Plan

September 14, 2005

The following sets forth the terms and conditions under which a cash bonus for fiscal year 2005 may be paid to Daniel K. Sokolowski (“Sokolowski”) based on the achievement by Panther II Transportation, Inc. (the “Company”) of certain EBITDA targets for fiscal year 2005.

Plan :	The plan will be referred to as the Sokolowski 2005 Cash Bonus Plan (the “Plan”).
Payment :	Sokolowski will be entitled to receive a cash bonus in the amount set forth in the following table based on the amount of EBITDA (as defined below) achieved by the Company for the 2005 fiscal year.

If 2005 Fiscal Year EBITDA is: (EBITDA amounts in millions)				Then Sokolowski will be entitled  to receive a cash bonus payment equal to:
Greater Than:		But Less Than:
$	0	$	21.0	$	0
$	21.0	$	21.1	$	200,000
$	21.1	$	21.2	$	400,000
$	21.2	$	21.3	$	600,000
$	21.3	$	21.4	$	800,000
$	21.4	$	21.5	$	991,000
$	21.5	$	21.6	$	998,000
$	21.6	$	21.7	$	985,000
$	21.7	$	21.8	$	1,136,667
$	21.8	$	21.9	$	1,126,667
$	21.9	$	22.0	$	1,116,667
$	22.0	$	22.1	$	1,273,333
$	22.1	$	22.2	$	1,233,333
$	22.2	$	22.3	$	1,203,333
$	22.3	$	22.4	$	1,360,000
$	22.4	$	22.5	$	1,350,000
$	22.5	$	22.8	$	1,516,667
$	22.8	$	23.1	$	1,683,333
$	23.1		N/A	$	1,850,000

The maximum amount of the cash payment payable to Sokolowski under the Plan will be  $1,850,000.

Sokolowski Cash Bonus Plan

If earned, payments made hereunder will be paid on the date which is 10 business days following the date on which the audited financial statements for fiscal year 2005 are released (the “Payment Date”).

Payments made hereunder will be reduced by the amount of any federal or state tax which the Company determines is required to be withheld under applicable law and regulations. Amounts payable hereunder are not intended to constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code, as amended, and the Plan shall be construed accordingly.

Key Definitions : “EBITDA” means, for fiscal year 2005, the consolidated earnings of PTHR Holdings, Inc. (“Holdings”) and its subsidiaries, before interest, taxes, depreciation, amortization and any fees paid to Fenway Partners, Inc. and its affiliates plus or minus (as applicable) any items determined by the Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) in its reasonable discretion to be extraordinary or non-recurring, provided that the Company’s costs incurred in investigating, preparing for and finalizing the Stock Purchase Agreement shall be an extraordinary, non-recurring expense that shall not be included in the calculation of EBITDA, all as

	calculated by the Compensation Committee on the basis of the Holdings’ audited consolidated financial statements for fiscal year 2005. “ Stock Purchase Agreement ” means the Contribution and Share Purchase Agreement by and among Panther II Transportation, Inc., PTHR Holdings, Inc., Panther Acquisition, Inc. and Ellen A. Amato as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A dated 2/16/99.
Termination :	The Plan will immediately and automatically terminate in the event of an insolvency or bankruptcy of the Company or Holdings.
	If Sokolowski’s employment with the Company is terminated by the Company or by Sokolowski for any reason prior to the Payment Date, Sokolowsk’s award will immediately and automatically terminate; provided, however that, in the event of

Sokolowski Cash Bonus Plan -2-

	the death or disability of Sokolowski after December 31, 2005 and prior to the Payment Date, the Company shall pay to the estate of Sokolowski the award, if any, that would have otherwise been payable to Sokolowski hereunder.
	Neither the adoption of the Plan nor the grant of an award to Sokolowski will confer upon Sokolowski any right to continue as an employee or in any other position with the Company or any of its subsidiaries or affiliates or affect in any way the right of the Company or any such subsidiary or affiliate to terminate Sokolowski at any time.
	The loss of existing or potential profit in awards granted under the Plan will not constitute an element of damages in the event of termination of any employment or other relationship of Sokolowski with the Company or any of its subsidiaries or affiliates even if the termination is in violation of an obligation of the Company or any of its subsidiaries or affiliates to such Sokolowski by contract or otherwise.
Non-transferability :	The award granted to Sokolowski hereunder is non-transferable, except that upon the death or disability of Sokolowski, the award may be transferred by will or by the laws of descent and distribution.
Administration and Amendment :	The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of any award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties.

/s/ Daniel K. Sokolowski 9/26/05

Daniel K. Sokolowski

CEO

Sokolowski Cash Bonus Plan -3-

EXHIBIT 11.1(a)

BORROWING BASE CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date:             , 200  

This Borrowing Base Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(d) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:

(a) attached is a schedule of the Borrowing Base (Exhibit A) of Borrower as of the above date and the calculations made with respect thereto;

(b) based on such schedule, the Borrowing Base as of the above date is:

$             

Borrowing Base Certificate     1

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officers this              day of January, 2006.

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Name:

Title:

Borrowing Base Certificate     2

EXHIBIT A TO EXHIBIT 11.1(a)

BORROWING BASE CERTIFICATE

Accounts of the Borrower. Accounts means on any date of determination, all “accounts” (as such term is defined in the UCC) of Borrower and its Subsidiaries, including, without limitation, the unpaid portion of the obligations of a customer of Borrower or one of its Subsidiaries in respect of Inventory purchased by and shipped to such customer and/or the rendition of services by Borrower or such Subsidiary, as stated on the invoice of Borrower or such Subsidiary, net of any credits, rebates or offsets owed to such customer.		$
Less Ineligible Accounts:
(a)	Accounts that are unpaid more than ninety (90) days after the invoice date
(b)	Accounts that are owed by an Account Debtor who is obligated on Accounts owed to Borrower and its Subsidiaries more than twenty-five percent (25%) of the aggregate unpaid balance of which have been past due for longer than the relevant period specified in clause (a) above, unless the Agent has approved the continued eligibility thereof
(c)	Accounts that do not arise out of the sale by Borrower or one of its Subsidiaries of finished goods Inventory and/or the rendition by Borrower or one of its Subsidiaries of services to an Account Debtor located within the United States of America or Canada, or, if located outside of the United States of America or Canada, if such Accounts are not backed by a letter of credit issued or confirmed by either (i) a bank which is organized under the laws of the United States of America or a state thereof and which has capital, surplus and undivided profits in excess of $250,000,000, or (ii) an office located in the United States of America of a foreign bank, which bank has been approved in advance by the Agent in its sole discretion and which letter of credit has been delivered to the Agent as Collateral

1

(d)	Accounts where the Account Debtor is (i) an Affiliate of the Borrower, (ii) a director, officer or employee of the Borrower or an Affiliate of the Borrower, (iii) the United States of America or any department, agency or instrumentality thereof unless the aggregate outstanding amount of such Accounts do not exceed $250,000 or the Borrower or its Subsidiary shall have complied with the Federal Assignment of Claims Act of 1940, as amended, to the satisfaction of the Agent, (iv) a debtor under any proceeding under the Bankruptcy Code or any other comparable bankruptcy or insolvency law applicable under the law of any other country or political subdivision thereof, other than, at the sole discretion of the Agent, Accounts that arise out of the sale by Borrower or one of its Subsidiaries of finished goods Inventory and/or the rendition by Borrower or one of its Subsidiaries of services to an Account Debtor, in each case after the filing date of any such proceeding, or (v) an assignor for the benefit of creditors
(e)	Accounts that are not subject to a first priority perfected Lien in favor of the Agent for the benefit of the Agent and the Lenders, or Accounts which are subject to any Lien other than Permitted Liens
(f)	Accounts with respect to which there is an unresolved dispute (but only to the extent of the disputed amount)
(g)	Accounts to the extent that including such Accounts as Eligible Accounts would cause the total Eligible Accounts owing from the Account Debtors obligated thereon or their Affiliates to exceed twenty percent (20%) of all Eligible Accounts
(h)	Accounts that arise from a sale to an Account Debtor on a bill-and-hold guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis or with respect to which the obligations of the applicable Account Debtor thereon are contingent upon any further performance or delivery to be made by the Borrower or one of its Subsidiaries
(i)	Accounts that are not payable in United States Dollars

2

Advance Rate			85	%
85% Advance Rate Subtotal		$	_____________
Plus:  Accounts(in an aggregate amount of up to $666,667 at any time outstanding) that are unpaid more than ninety (90) days, but less than one hundred twenty (120) days after the invoice date, and that are not “Ineligible Accounts” pursuant to any of the criteria set forth in clauses (b) – (i) above		$	_____________
Advance Rate			75	%
75% Advance Rate Subtotal	$		_____________
Borrowing Base	$		_____________

3

EXHIBIT 11.1(b)

FORM OF

NOTICE OF BORROWING

            , 200   

Antares Capital Corporation,

as Agent

311 South Wacker Drive

Suite 4400

Chicago, Illinois 60606

Gentlemen:

Reference is made to the Amended and Restated Credit Agreement dated January 11, 2006 (the “Credit Agreement”) among Antares Capital Corporation, as Agent for the benefit of all Lenders, the Lenders who are parties thereto and the undersigned, Panther Transportation II, Inc., an Ohio corporation. All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

Pursuant to Section 1.5 of the Credit Agreement, Borrower hereby notifies Agent that on              , 200      , Borrower desires to borrow an aggregate principal amount of $              of the Revolving Loan, which amount, when taken together with the outstanding principal balance of the Revolving Loan and any Letter of Credit Participation Liability on the date hereof, will not exceed the Maximum Revolving Loan Balance.

The disbursement of the portion of the Revolving Loan hereby requested shall be a (check applicable blanks):

¨ Base Rate Loan; or

¨ LIBOR Rate Loan having an Interest Period of:

¨ one month

¨ two months

¨ three months

¨ six months

Borrower acknowledges that this Notice of Borrowing and acceptance by Borrower of the proceeds of the Revolving Loan contemplated hereby constitute a representation and warranty that the conditions contained in Section 2.2 of the Credit Agreement have been satisfied.

Very truly yours,

PANTHER TRANSPORTATION II, INC., an Ohio

corporation, as the Borrower

By:

Name:

Title:

EXHIBIT 11.1(c)

FORM OF

NOTICE OF CONTINUATION/CONVERSION

            ,200  

Antares Capital Corporation, as Agent

311 South Wacker Drive

Suite 4400

Chicago, Illinois 60606

Ladies and Gentlemen:

We refer to the Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been or may hereafter be amended, modified or supplemented, the “Credit Agreement”) between the undersigned, Antares Capital Corporation, as Agent and the lenders who are parties thereto. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement.

Pursuant to subsection 1.6(b) of the Credit Agreement, Borrower hereby makes a request to:

(a) convert to a LIBOR Rate Loan with an Interest Period of [1, 2, 3 or 6] months $             [to convert to a LIBOR Rate Loan, said amount must be a minimum of $100,000 and integral multiples of $50,000 in excess thereof] of presently outstanding [Revolving Loans] [Term Loan] Base Rate Loans.

(b) continue as a LIBOR Rate Loan $             [must be a minimum of $100,000 and integral multiples of $50,000 in excess thereof] of presently outstanding [Revolving Loans] [Term Loan] LIBOR Rate Loans with an Interest Period expiration date of             , 200   . The Interest Period for such LIBOR Rate Loan is requested to be a [1, 2, 3 or 6] month period.

The undersigned hereby represents and warrants that, both before and after giving effect to the conversion or continuation request above, the conditions in Section 2.2 of the Credit Agreement are satisfied.

Sincerely,

PANTHER TRANSPORTATION II, INC., an Ohio

corporation, as the Borrower

By

Its

EXHIBIT 11.1(e)

FORM OF AMENDED AND SUBSTITUTED TERM NOTE

$	January     , 2006
	Chicago, Illinois

FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), hereby unconditionally promises to pay to the order of                                  , a                                  corporation (“Lender”), at Agent’s office at 311 South Wacker Drive, Suite 4400, Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of                      AND NO/100 DOLLARS ($             ) , or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1(a) of the “Credit Agreement” (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Amended and Substituted Term Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (the “Credit Agreement”) among Borrower, Antares Capital Corporation, a Delaware corporation, as Agent for the benefit of all Lenders, and the lenders who are parties thereto, to which reference is hereby made for a statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Credit Agreement shall be used in this Term Note as defined in the Credit Agreement. This Term Note is secured by the Collateral.

Borrower further promises to pay interest on the outstanding unpaid principal amount hereof, as provided in the Credit Agreement, from the date hereof until payment in full hereof at the applicable rate specified in subsection 1.3(a) of the Credit Agreement; provided , however , that if Agent or Required Lenders so elect, following the occurrence and during the continuance of an Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), Borrower promises to pay to Lender interest on the unpaid principal amount hereof at the applicable rate specified in subsection 1.3(c) of the Credit Agreement. Interest shall be payable in arrears on the dates specified in subsection 1.3(b) of the Credit Agreement, on the date of any prepayment in full and at maturity, whether by acceleration or otherwise.

If a payment hereunder becomes due and payable on a day that is not a Business Day, the payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest due on such succeeding Business Day. Anything herein to the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be lawfully contracted for, charged or

received by Lender, and in such event Borrower shall pay Lender interest at the highest rate permitted by applicable law.

If any suit or action is instituted or attorneys are employed to collect this Term Note or any part thereof, Borrower hereby promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

Borrower and each endorser, guarantor and surety of this Term Note hereby waives presentment for payment, protest and demand, and notice of demand, protest, dishonor and nonpayment of this Term Note. Except as provided in the Credit Agreement, Borrower also waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default and prior to the exercise by Agent of its rights to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing.

THIS TERM NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Whenever possible each provision of this Term Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Term Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Term Note. Whenever in this Term Note reference is made to Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Term Note shall be binding upon and shall inure to the benefit of such successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.

This Term Note is in partial substitution for and replacement of certain Term Notes A and Term Notes B in the original aggregate principal amount of $            , made by Borrower to certain lenders under the Original Credit Agreement (as such Term Notes A and Term Notes B shall have been amended and substituted prior to the date hereof, collectively, the “Original Notes”), and is made in substitution of such Original Notes and not in satisfaction of any portion of such Original Notes. This Term Note shall not be deemed to constitute a novation.

IN WITNESS WHEREOF, Borrower has executed this Term Note as of the day and year first written above.

PANTHER II TRANSPORTATION, INC.,

an Ohio corporation, as the Borrower

By:

Title:

EXHIBIT 11.1(d)

FORM OF AMENDED AND SUBSTITUTED REVOLVING NOTE

$	January     , 2006
	Chicago, Illinois

FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC. , an Ohio corporation (“Borrower”), hereby unconditionally promises to pay to the order of                     , a              corporation (“Lender”), at Agent’s office at 311 South Wacker Drive, Suite 4400 Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of                      AND NO/ 100 DOLLARS ($             ) , or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1(b) of the “Credit Agreement” (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Amended and Substituted Revolving Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (the “Credit Agreement”) among Borrower, Antares Capital Corporation, a Delaware corporation, as Agent for the benefit of all Lenders, and the Lenders who are parties thereto, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan evidenced hereby was made and is to be repaid. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Credit Agreement shall be used in this Revolving Note as defined in the Credit Agreement. This Revolving Note is secured by the Collateral.

Borrower further promises to pay interest on the outstanding unpaid principal amount hereof, as provided in the Credit Agreement, from the date hereof until payment in full hereof at the applicable rate specified in subsection 1.3(a) of the Credit Agreement; provided , however , that if Agent or Required Lenders so elect, following the occurrence and during the continuance of an Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), Borrower promises to pay to Lender interest on the unpaid principal amount hereof at the applicable rate specified in subsection 1.3(c) of the Credit Agreement. Interest shall be payable in arrears on the dates specified in subsection 1.3(b) of the Credit Agreement, on the date of any prepayment in full and at maturity, whether by acceleration or otherwise.

If a payment hereunder becomes due and payable on a day that is not a Business Day, the payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest due on such succeeding Business Day. Anything herein to the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be lawfully contracted for, charged or

1

received by Lender, and in such event Borrower shall pay Lender interest at the highest rate permitted by applicable law.

If any suit or action is instituted or attorneys are employed to collect this Revolving Note or any part thereof, Borrower hereby promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

Borrower and each endorser, guarantor and surety of this Revolving Note hereby waives presentment for payment, protest and demand, and notice of demand, protest, dishonor and nonpayment of this Revolving Note. Except as provided in the Credit Agreement, Borrower also waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default and prior to the exercise by Agent of its rights to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing.

THIS REVOLVING NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Whenever possible each provision of this Revolving Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Revolving Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Revolving Note. Whenever in this Revolving Note reference is made to Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Revolving Note shall be binding upon and shall inure to the benefit of such successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.

This Revolving Note is in partial substitution for and replacement of certain Revolving Notes in the original aggregate principal amount of $            , made by Borrower to certain lenders under the Original Credit Agreement (as such Revolving Notes shall have been amended and substituted prior to the date hereof, collectively, the “Original Notes”), and is made in substitution of such Original Notes and not in satisfaction of any portion of such Original Notes. This Revolving Note shall not be deemed to constitute a novation.

2

IN WITNESS WHEREOF, Borrower has executed this Revolving Note as of the day and year first written above.

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Title:

3

EXHIBIT 11.1(e)

FORM OF AMENDED AND SUBSTITUTED TERM NOTE

$	January     , 2006
	Chicago, Illinois

FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), hereby unconditionally promises to pay to the order of                                 , a                                  corporation (“Lender”), at Agent’s office at 311 South Wacker Drive, Suite 4400, Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of                                  AND NO/100 DOLLARS ($             ) , or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1 (a) of the “Credit Agreement” (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Amended and Substituted Term Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (the “Credit Agreement”) among Borrower, Antares Capital Corporation, a Delaware corporation, as Agent for the benefit of all Lenders, and the lenders who are parties thereto, to which reference is hereby made for a statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Credit Agreement shall be used in this Term Note as defined in the Credit Agreement. This Term Note is secured by the Collateral.

Borrower further promises to pay interest on the outstanding unpaid principal amount hereof, as provided in the Credit Agreement, from the date hereof until payment in full hereof at the applicable rate specified in subsection 1.3(a) of the Credit Agreement; provided , however , that if Agent or Required Lenders so elect, following the occurrence and during the continuance of an Event of Default under subsections 4.1, 4.2(b), 7.1 (a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), Borrower promises to pay to Lender interest on the unpaid principal amount hereof at the applicable rate specified in subsection 1.3(c) of the Credit Agreement. Interest shall be payable in arrears on the dates specified in subsection 1.3(b) of the Credit Agreement, on the date of any prepayment in full and at maturity, whether by acceleration or otherwise.

If a payment hereunder becomes due and payable on a day that is not a Business Day, the payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest due on such succeeding Business Day. Anything herein to the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Lender would be contrary to the provisions of any law applicable to Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by Lender, and in such event Borrower shall pay Lender interest at the highest rate permitted by applicable law.

If any suit or action is instituted or attorneys are employed to collect this Term Note or any part thereof, Borrower hereby promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

Borrower and each endorser, guarantor and surety of this Term Note hereby waives presentment for payment, protest and demand, and notice of demand, protest, dishonor and nonpayment of this Term Note. Except as provided in the Credit Agreement, Borrower also waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default and prior to the exercise by Agent of its rights to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing.

THIS TERM NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Whenever possible each provision of this Term Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Term Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Term Note. Whenever in this Term Note reference is made to Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Term Note shall be binding upon and shall inure to the benefit of such successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.

This Term Note is in partial substitution for and replacement of certain Term Notes A and Term Notes B in the original aggregate principal amount of $            , made by Borrower to certain lenders under the Original Credit Agreement (as such Term Notes A and Term Notes B shall have been amended and substituted prior to the date hereof, collectively, the “Original Notes”), and is made in substitution of such Original Notes and not in satisfaction of any portion of such Original Notes. This Term Note shall not be deemed to constitute a novation.

IN WITNESS WHEREOF, Borrower has executed this Term Note as of the day and year first written above.

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Title:

EXHIBIT 11.1(f)

FORM OF SWING LINE NOTE

$2,000,000	January     , 2006
	Chicago, Illinois

FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), hereby unconditionally promises to pay to the order of ANTARES CAPITAL CORPORATION, a Delaware corporation (“Lender”), at Agent’s office at 311 South Wacker Drive, Suite 4400 Chicago, Illinois 60606, or at such other place as the Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000), or, if less, the aggregate unpaid principal amount of all advances made pursuant to subsection 1.1(d) of the “Credit Agreement” (as hereinafter defined), at such times as are specified in, and in accordance with the provisions of, the Credit Agreement. This Swing Line Note is referred to in and was executed and delivered pursuant to that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (the “Credit Agreement”) among Borrower, Antares Capital Corporation, a Delaware corporation, as Agent for the benefit of all Lenders, and the Lenders who are parties thereto, to which reference is hereby made for a statement of the terms and conditions under which the Swing Line Loan evidenced hereby was made and is to be repaid. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Credit Agreement shall be used in this Swing Line Note as defined in the Credit Agreement. This Swing Line Note is secured by the Collateral.

Borrower further promises to pay interest on the outstanding unpaid principal amount hereof, as provided in the Credit Agreement, from the date hereof until payment in full hereof at the applicable rate specified in subsection 1.3(a) of the Credit Agreement; provided , however , that if Agent or Required Lenders so elect, following the occurrence and during the continuance of an Event of Default under subsections 4.1, 4.2(b), 7.1(a) or, as a result of the Borrower’s failure to observe any of the covenants contained in Article VI hereof, 7.1(c) (or automatically while any Event of Default under subsections 7.1(f), 7.1(g) or 7.1(m)(iv) exists), Borrower promises to pay to Lender interest on the unpaid principal amount hereof at the applicable rate specified in subsection 1.3(c) of the Credit Agreement. Interest shall be payable in arrears on the dates specified in subsection 1.3(b) of the Credit Agreement, on the date of any prepayment in full and at maturity, whether by acceleration or otherwise.

If a payment hereunder becomes due and payable on a day that is not a Business Day, the payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the amount of interest due on such succeeding Business Day. Anything herein to the contrary notwithstanding, the obligations of Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the Swing Line Lender would be contrary to the provisions of any law applicable to Swing Line Lender limiting the highest rate of interest which may be lawfully

1

contracted for, charged or received by Lender, and in such event Borrower shall pay Swing Line Lender interest at the highest rate permitted by applicable law.

If any suit or action is instituted or attorneys are employed to collect this Swing Line Note or any part thereof, Borrower hereby promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

Borrower and each endorser, guarantor and surety of this Swing Line Note hereby waives presentment for payment, protest and demand, and notice of demand, protest, dishonor and nonpayment of this Swing Line Note. Except as provided in the Credit Agreement, Borrower also waives all rights to notice and hearing of any kind upon the occurrence of an Event of Default and prior to the exercise by Agent of its rights to repossess the Collateral without judicial process or to replevy, attach or levy upon the Collateral without notice or hearing.

THIS SWING LINE NOTE HAS BEEN DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. Whenever possible each provision of this Swing Line Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Swing Line Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Swing Line Note. Whenever in this Swing Line Note reference is made to Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Swing Line Note shall be binding upon and shall inure to the benefit of such successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for Borrower.

This Swing Line Note is in partial substitution for and replacement of certain Revolving Notes in the original aggregate principal amount of $            , made by Borrower to certain lenders under the Original Credit Agreement (as such Revolving Notes shall have been amended and substituted prior to the date hereof, collectively, the “Original Notes”), and is made in substitution of such Original Notes and not in satisfaction of any portion of such Original Notes. This Swing Line Note shall not be deemed to constitute a novation.

2

IN WITNESS WHEREOF, Borrower has executed this Swing Line Note as of the day and year first written above.

PANTHER II TRANSPORTATION, INC., an Ohio

corporation, as the Borrower

By:

Title:

3

EX-10.2

Exhibit 10.2

EXECUTION COPY

CONSENT, WAIVER AND FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) is entered into as of July 21, 2006 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Borrower, Holdings and Panther Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower has informed Agent and the Lenders that Borrower wishes to acquire certain assets of Con-way Expedite & Brokerage Inc., a Delaware corporation (“Con-way”) pursuant to that certain Asset Purchase Agreement dated as of July 21, 2006 (the “Purchase Agreement”) by and among Con-way, Con-way Transportation LLC, a Delaware limited liability company, Con-way, Inc., a Delaware corporation, and Borrower (such acquisition pursuant to the Purchase Agreement, generally, the “Con-way Acquisition”);

WHEREAS, in connection with the Con-way Acquisition Borrower intends to use proceeds of Revolving Loans in the aggregate principal amount of $8,000,000 for the sole and express purpose of paying the purchase price for, and the fees, costs and expenses related to, the Con-way Acquisition;

WHEREAS, Borrower has requested that Agent and the Lenders (a) consent to the Con-way Acquisition, (b) consent to Borrower’s use of proceeds of Revolving Loans in the aggregate principal amount of $8,000,000 for the sole and express purpose of paying the purchase price for, and the fees, costs and expenses related to, the Con-way Acquisition, (c) agree to waive an Event of Default existing under the Credit Agreement and other Loan Documents as a result of Holdings changing its legal name to “Panther Expedited Services, Inc.” (the “Existing Events of Default”), and (d) agree to amend the Credit Agreement in certain respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to grant such consents and make the

1

foregoing waiver and amendments, in each case subject to the terms, conditions and other provisions hereof; and

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, and subject to and in accordance with the terms of this Consent, Agent and Lenders hereby:

(a) consent to the Con-way Acquisition; and

(b) consent to the Borrower’s use of proceeds of Revolving Loans in the aggregate principal amount of $8,000,000 for the sole and express purpose of paying the purchase price for, and the fees, costs and expenses related to, the Con-way Acquisition.

3. Limited Waiver. Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section 5 hereof, and in reliance upon the representations and warranties of the Borrower set forth in the Credit Agreement and in this Consent, Agent and Required Lenders hereby waive the Existing Event of Default. The foregoing is a limited waiver and the execution and delivery of this Amendment does not (a) constitute a waiver of any term or provision of the Loan Documents, except as expressly set forth above, or (b) constitute a waiver by Agent or any Lender of any of its other rights or remedies under the Loan Documents (all such rights and remedies being expressly reserved).

4. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Consent, the Credit Agreement is hereby amended as follows:

(a) The “address for notices” paragraph contained on the signature page for the Agent to the Credit Agreement is amended by deleting such paragraph in its entirety and substituting the following therefor:

“500 West Monroe Street

17^th Floor

Chicago, IL 60661

Attn: Portfolio Manager – Panther

Facsimile: (312) 697-3998

Telephone (312) 697-3999”

(b) The definition of “Pro Forma Acquisition EBITDA” in Covenant 6.2 of Exhibit 4.2(b) (Compliance Certificate) of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

2

“The foregoing notwithstanding, “Pro Forma Acquisition EBITDA” attributable to Con-way shall be deemed to be $285,000 for each fiscal month commencing with the fiscal month of August 2005 through and including the fiscal month of July 2006.”

(5) Conditions Precedent. The effectiveness of this Consent is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Consent by each of the Loan Parties, Agent and Lenders;

(b) delivery to Agent of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to Agent and Borrower;

(c) the Con-way Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Con-way Purchase Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), for a purchase price not to exceed $8,000,000 and Con-way shall have fully performed all of the obligations to be performed by it under the Con-way Purchase Agreement; and

(d) receipt by Agent of evidence in form and substance reasonably satisfactory to Agent of the consent to and acknowledgment of the Con-way Acquisition by the Subordinated Lenders.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validity existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Consent, the Con-way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Consent, the Con-way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Consent, the Con-way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of

3

creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Con-way Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Borrower is a party or by which any of its properties or assets are bound;

(f) the Con-way Purchase Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties of the Loan Parties and, to the best knowledge of the Loan Parties, of Con-way contained in the Con-way Purchase Agreement is true, correct and complete in all material respects;

(h) all material conditions precedent to the Con-way Acquisition have been fulfilled or (with the prior written consent of the Agent and Required Lenders) waived, and the Con-way Purchase Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

(i) the Subordinated Lenders have consented to the Con-way Acquisition;

(j) after giving effect to the waiver set forth in Section 3 of this Consent, no Default or Event of Default exists; and

(k) after giving effect to the Con-way Acquisition, including the incurrence of Indebtedness in connection therewith, and the amendment set forth in Section 4(b) of this Consent, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2, recomputed for the most recent month for which financial statements have been delivered.

7. No Further Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. The Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

8. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Consent.

9. Counterparts. This Consent may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Consent and any number of separate counterparts, each of which when so

4

executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10. Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

11. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Consent.

12. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

13. Severability. Wherever possible, each provision of this Consent shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Consent shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Consent.

14. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Consent and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Consent shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Consent as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ John J. Sliter	By:	/s/ John J. Sliter
Name:	John J. Sliter	Name:	John J. Sliter
Title:	Treasurer/Secretary	Title:	Treasurer/Secretary
PANTHER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ John J. Sliter
Name:	John J. Sliter
Title:	Treasurer/Secretary

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a
Delaware corporation, as a Lender and as Agent
By:	/s/ Dan Glickman
Name:	Dan Glickman
Title:	Managing Director

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

LASALLE BANK NATIONAL,

ASSOCIATION, as a Lender

By:

Name:

Title:

ORIX FINANCE CORP, as a Lender

By:

Name:

Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a
Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
M&I MARSHALL & ILSLEY BANK, as a
Lender
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President
LASALLE BANK NATIONAL
ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as aLender
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ David. J. Thomas
Name:	David. J. Thomas
Title:	SeniorVice President
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & 1LSLEY BANK, as a Lender
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:	/s/ Kenneth E. Moore
Name:	Kenneth E. Moore
Title:	Managing Director

MARINER CDO 2002, LTD., as a Lender
By:	JP Morgan Chase Bank, N.A., As Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
By:
Name:
Title:
NAVIGATOR CDO 2003, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:	/s/ James Van Pelt
Name:	James Van Pelt
Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:	/s/ James Van Pelt
Name:	James Van Pelt
Title:	Authorized Signatory
OFSI FUND II, LLC, as a Lender
By:	Orchard First Source Asset Management, LLC its attorney in fact
By:	Orchard First Source Capital, Inc. its attorney in fact
By:
Name:
Title:

MARINER CDO 2002, LTD., as a Lender
By:	JP Morgan Chase Bank, N.A., As Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
By:
Name:
Title:
NAVIGATOR CDO 2003, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:
Name:
Title:
NAVIGATOR CDO 2005, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:
Name:
Title:
OFSI FUND II, LLC, as a Lender
By:	Orchard First Source Asset Management, LLC its attorney in fact
By:	Orchard First Source Capital, Inc. its attorney in fact
By:	/s/ Christopher W. Coulomb
Name:	Christopher W. Coulomb
Title:	Director

WB LOAN FUNDING 3, LLC, as a Lender
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
BABSON CLO LTD. 2006-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
BABSON CLO LTD. 2005-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director
BABSON CLO LTD. 2005-II, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name;	Adrienne Musgnug
Title:	Managing Director
BABSON CLO LTD. 2005-III, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Adrienne Musgnug
Name:	Adrienne Musgnug
Title:	Managing Director

OFSI FUND III, LLC, as a Lender
By: Orchard First Source Asset Management, LLC its attorney in fact
By: Orchard First Source Capital, Inc. its attorney in fact
By:	/s/ Christopher W. Coulomb
Name:	Christopher W. Coulomb
Title:	Director

EXHIBIT A to Limited Consent, Waiver and First Amendment

to Amended and Restated Credit Agreement

DOCUMENT CHECKLIST

I. Principal Collateral Documents

1. Assignment of Acquisition Documents

II. Collateral Due Diligence

2. Pre-closing lien searches described on Annex A hereto

III. Certification of Documents by a Responsible Officer of Borrower

3. Con-way Purchase Documents:

a. Con-way Purchase Agreement, with all exhibits and schedules thereto

b. Bill of Sale

c. Form of Independent Contractor Agreement Sublease and Assignment Agreement

d. Form of Lease Purchase Agreement Assignment and Assumption Agreement

e. Deposit Escrow Agreement

f. Financial Statements of Con-way

4. Compliance Certificate demonstrating that, after giving effect to the Con-way Acquisition, including the incurrence of Indebtedness in connection therewith, and the amendment set forth in Section 4(b) of the Consent, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2, recomputed for the most recent month for which financial statements have been delivered

ANNEX A to Document Checklist

UCC SEARCHES

Con-way Expedite & Brokerage Inc.	Con-way Transportation Services, Inc.
1. Delaware SOS	1. Delaware SOS
2. Washtenaw County, Michigan	2. Washtenaw County, Michigan

EX-10.3

Exhibit 10.3

EXECUTION COPY

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 28, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Borrower, Holdings and Panther Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to that certain Consent, Waiver and First Amendment to Credit Agreement dated as of July 21, 2006, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower has requested that Agent and the Lenders agree to amend the Credit Agreement as set forth herein; and

WHEREAS, Agent and the Lenders are willing to make such amendment, subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Amendment. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, Exhibit 4.2(b) to the Credit Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit A hereto.

3. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties, Agent and Lenders; and

1

(b) the execution and delivery of all necessary consents and a corresponding amendment to the Subordinated Loan Agreement, each in form and substance reasonably satisfactory to Agent.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) after giving effect to this Amendment, no Default or Event of Default exists.

7. No Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as set forth herein, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

8. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

9. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

2

11. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

13. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

14. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

3

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER: PANTHER II TRANSPORTATION, INC., an Ohio corporation	HOLDINGS: PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	By:
Name:	Name:
Title:	Title:
PANTHER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:
Name:
Title:

AGENT AND LENDERS:

ANTARES CAPITAL CORPORATION, a

Delaware corporation, as a Lender and as

Agent

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

LASALLE BANK NATIONAL

ASSOCIATION, as a Lender

By:

Name:

Title:

ORIX FINANCE CORP., as a Lender

By:

Name:

Title:

WB LOAN FUNDING 3, LLC, as a Lender
By:
Name:
Title:
BABSON CLO LTD. 2006-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:
Name:
Title:
BABSON CLO LTD. 2005-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:
Name:
Title:
BABSON CLO LTD. 2005-II, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:
Name:
Title:
NAVIGATOR CDO 2003, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:
Name:
Title:

NAVIGATOR CDO 2005, LTD, as a Lender
By:	Antares Asset Management Inc., as Collateral Manager
By:
Name:
Title:
OFSI FUND II, LLC, as a Lender
By:	Orchard First Source Asset Management, LLC its attorney in fact
By:	Orchard First Source Capital, Inc. its attorney in fact
Bv:
Name:
Title:
OFSI FUND III, LLC, as a Lender
By:	Orchard First Source Asset Management, LLC its attorney in fact
By:	Orchard First Source Capital, Inc. its attorney in fact
By:
Name:
Title:

EXHIBIT A to Second Amendment

to Amended and Restated Credit Agreement

FORM OF COMPLIANCE CERTIFICATE

See attached.

EX-10.4

Exhibit 10.4

EXECUTION COPY

CONSENT AND THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS CONSENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) is entered into as of March 20, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), INTEG MERGER, INC., a Delaware corporation (“Merger Sub”; Borrower, Holdings, Panther Sub and Merger Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006 and (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower has informed Agent and the Lenders that Borrower wishes to cause Merger Sub to merge with and into Integres Global Logistics, Inc., a Delaware corporation (“Integres”), pursuant to that certain Merger Agreement dated as of March 20, 2007 (the “Integres Merger Agreement”) by and among Borrower, Merger Sub, Integres and each of TCV IV, L.P. and TCV IV Strategic Partners, L.P. (collectively “TCV”) (such acquisition pursuant to the Integres Merger Agreement, generally, the “Integres Acquisition”);

WHEREAS, in connection with the Integres Acquisition, Borrower intends to use proceeds of Revolving Loans for the purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition;

WHEREAS, Borrower has requested that Agent and the Lenders (a) consent to the Integres Acquisition, (b) consent to Borrower’s use of proceeds of Revolving Loans for the purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition, and (c) agree to amend the Credit Agreement in certain respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to grant such consents and make such amendments, in each case subject to the terms, conditions and other provisions hereof.

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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, but subject to and in accordance with the terms of this Consent, Agent and Lenders hereby:

(a) consent to the Integres Acquisition, notwithstanding the failure of Borrower to comply with clauses (b)(i), (g) and (h) of the definition of “Permitted Acquisition” within Section 11.1 of the Credit Agreement, and acknowledge that, from and after the effectiveness of such consent, the Integres Acquisition shall be deemed to be a “Permitted Acquisition”; and

(b) consent to the Borrower’s use of proceeds of Revolving Loans for the purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition.

3. Intentionally Omitted.

4. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Consent, the Credit Agreement is hereby amended as follows:

(a) Section 5.5 of the Credit Agreement hereby is amended by (i) deleting the word “and” immediately after clause (g), (ii) deleting the “.” immediately after clause (h) and substituting “; and” in lieu thereof and (iii) adding a new clause (i) immediately following clause (h) as follows:

“(i) unsecured contingent Indebtedness of Borrower constituting the Integres Earn-Out Obligation incurred in connection with the Integres Acquisition in an aggregate maximum potential amount not to exceed $4,000,000.”

(b) Section 5.11 – Restricted Payments. The preamble to Section 5.11 of the Credit Agreement hereby is amended in its entirety to read as follows:

“5.11 Restricted Payments. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding, or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness, or any payment on account

2

of the Integres Earn-Out Obligation (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary, and except that the Borrower may, in each instance solely to the extent permitted under the Subordinated Loan Agreement:”

(c) Section 5.11 – Restricted Payments. Section 5.11 of the Credit Agreement hereby is further amended by (i) deleting the word “and” immediately after clause (f), (ii) deleting the “.” immediately after clause (g) and substituting “; and” in lieu thereof and (iii) adding new clause (h) immediately following clause (g) as follows:

“(h) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Integres Earn-Out Obligation in accordance with the provisions of Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of the Integres Earn-Out Payment:

(A) prior to the making of such payment, Agent shall have received (i) written notice from Borrower of Borrower’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or by Borrower or any of its Subsidiaries under the Integres Merger Agreement in respect thereof, and (iii) a certificate by a Responsible Officer stating Borrower and its Subsidiaries are in compliance with the terms hereof and of the Integres Merger Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Integres Merger Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of Agent);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payment, the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Article VI of the Credit Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Credit Agreement after giving effect thereto as if such payment was made during the period covered thereby); provided, that solely for purposes of calculating the Fixed Charge Coverage Ratio as required by this clause (D) in connection with the making of the Integres Earn-Out Payment, the amount of such payment

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shall constitute a Fixed Charge (it being understood and agreed to by the parties hereto that for purposes of determining the Loan Parties’ ongoing compliance with the financial covenants set forth in Article VI of the Credit Agreement, the Integres Earn-out Payment shall not constitute Indebtedness or Fixed Charges); and

(E) after giving effect to the making of such payment, Availability is not less than $3,000,000;”

(d) Section 11.1 – Defined Terms. Section 11.1 of the Credit Agreement hereby is amended by substituting the following definition of the term set forth below in lieu of the current version of such definition contained in Section 11.1 of the Credit Agreement:

““Related Agreements” means, collectively, the Management Agreement, the Subordinated Indebtedness Documents, the Panther Purchase Agreement, the Employment Agreements, the Sponsor Guaranty, the Repurchase Agreement, the Integres Acquisition Documents and the Services Agreement.”

(e) Section 11.1 – Defined Terms. Section 11.1 of the Credit Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Integres” means Integres Global Logistics, Inc., a Delaware corporation.”

““Integres Acquisition” means the merger by Merger Sub with and into Integres pursuant to the Integres Merger Agreement.”

““Integres Acquisition Documents” means all documents, agreements and instruments executed by the Borrower and/or its Subsidiaries in connection with the consummation of the Integres Acquisition and shall include, without limitation, the Integres Merger Agreement.”

““Integres Earn-Out Obligation” means the contingent obligations of Borrower to make the Integres Earn-Out Payment to TCV pursuant to Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date.”

““Integres Earn-Out Payment” means the payments, if any, not to exceed an aggregate of $4,000,000 due to TCV by the Borrower pursuant to Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date.”

““Integres Merger Agreement” means that certain Merger Agreement by and among Borrower, Merger Sub, Integres and TCV, dated as of March 20, 2007.”

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““Integres Sub” means Key Transportation Services, Inc., a Texas corporation.”

““Merger Sub” means Integ Merger, Inc., a Delaware corporation.”

““TCV” means, collectively, TCV IV, L.P. and TCV IV Strategic Partners, L.P.”

““Third Amendment” means the Consent and Third Amendment to Credit Agreement dated as of the Third Amendment Effective Date among Holdings, the Borrower, Panther Sub, Merger Sub, Agent and the Lenders.”

““Third Amendment Effective Date” means March 20, 2007.”

(f) Exhibit 4.2(b). Exhibit 4.2(b) to the Credit Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit 4.2(b) hereto.

(5) Conditions Precedent. The effectiveness of this Consent is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Consent by each of the Loan Parties, Agent and Lenders;

(b) except as set forth in Section 7 hereof, delivery to Agent of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to Agent and Borrower;

(c) (i) the Integres Acquisition shall satisfy all of the conditions set forth in the definition of “Permitted Acquisition” contained in Section 11.1 of the Credit Agreement (other than the conditions set forth in clauses (b)(i), (g) and (h) thereof), (ii) the Integres Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Integres Merger Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent), for a purchase price not to exceed (A) $4,500,000 payable solely in cash on the closing date of the Integres Acquisition and (B) up to $4,000,000 (or such lesser amount as may be due and owing under the terms of the Integres Merger Agreement) constituting the Integres Earn-Out Payment and (iii) Integres and TCV shall have fully performed all of the obligations to be performed by them under the Integres Merger Agreement; and

(d) receipt by Agent of evidence in form and substance reasonably satisfactory to Agent of the consent to and acknowledgment of the Integres Acquisition by the Subordinated Lenders.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good

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standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Integres Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Borrower is a party or by which any of its properties or assets are bound;

(f) the Integres Merger Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties of the Loan Parties contained in the Integres Merger Agreement is true, correct and complete in all material respects;

(h) all material conditions precedent to the Integres Acquisition have been fulfilled or (with the prior written consent of the Agent and Required Lenders) waived, and the Integres Merger Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

(i) no Default or Event of Default exists; and

(j) after giving effect to the Integres Acquisition, including the incurrence of Indebtedness in connection therewith, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2 of the Credit Agreement, recomputed for the most recent month for which financial statements have been delivered.

7. Post-Closing Obligations. Borrower will deliver to Agent, as soon as reasonably practicable, but in no event later than:

(a) May 20, 2007 (or such later date as may be agreed to in writing by the Agent),

6

with respect to the leased real property of Integres located at 12009 Foundation Place, Suite 350, Gold River, CA 95670, (i) a Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing and (ii) a Landlord Waiver and Consent to Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (or similar agreement), in each case in form and substance reasonably satisfactory to the Agent;

(b) May 20, 2007 (or such later date as may be agreed to in writing by the Agent), (i) deposit account control agreements, each in form and substance reasonably satisfactory to Agent with regard to all deposit accounts of the Loan Parties and their Subsidiaries maintained at each of Bank of America, Bank of America Securities and Citigroup Smith Barney, each executed by the applicable Loan Party and the applicable depository bank, or (ii) evidence of the closing of all such accounts and transfer of all funds on deposit in such accounts to a deposit account subject to a deposit account control agreement to which Agent is a party and which is in form and substance reasonably satisfactory to Agent. Until such time, if any, as deposit account control agreements shall be in effect with regard to any such accounts maintained at Bank of America, Bank of America Securities and/or Citigroup Smith Barney, as applicable, in accordance with the foregoing clause (b)(i), the Borrower shall cause no more than an aggregate of $1,500,000 to be maintained on deposit in all such deposit accounts;

(c) April 20, 2007 (or such later date as may be agreed to in writing by the Agent), insurance certificates, each in form and substance acceptable to Agent, evidencing the addition of Integres and Integres Sub as additional insureds to the liability, casualty and other insurance policies of the Borrower required to be delivered in accordance with Section 4.6 of the Credit Agreement;

(d) March 30, 2007 (or such later date as may be agreed to in writing by the Agent), a legal opinion letter of Scudder Law Firm, P.C., L.L.O., as counsel to Integres and Integres Sub, in form and substance reasonably acceptable to the Agent; and

(e) March 22, 2007 (or such later date as may be agreed to in writing by the Agent), the original stock certificate evidencing one hundred percent (100%) of the issued and outstanding capital stock of Integres Sub.

8. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. The Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

9. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Consent.

10. Counterparts. This Consent may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of

7

the parties to this Consent and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

11. Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

12. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Consent.

13. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

14. Severability. Wherever possible, each provision of this Consent shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Consent shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Consent.

15. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Consent and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Consent shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this consent as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Daniel K. Sokolowski	By:	/s/ Daniel K. Sokolowski
Name:	Daniel K. Sokolowski	Name:	Daniel K. Sokolowski
Title:	Chairman/CEO	Title:	Chairman/CEO

PANTHER SUB:		MERGER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEG MERGER, INC., a Delaware corporation
By:	/s/ Daniel K. Sokolowski	By:	/s/ Roy Showman
Name:	Daniel K. Sokolowski	Name:	Roy Showman
Title:	Chairman/CEO	Title:	Treasurer

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:	/s/ Brad Hamner
Name:	Brad Hamner
Title:	DHLY Authoriced Signitory
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M & I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
M & I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:

AGENT AND LENDERS:

ANTARES CAPITAL CORPORATION, a

Delaware corporation, as a Lender and as

Agent

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Anna C. Faford
Name:	Anna C. Faford
Title:	Assistant Vice President

ORIX FINANCE CORP., as a Lender

By:

Name:

Title:

AGENT AND LENDERS:

ANTARES CAPITAL CORPORATION, a

Delaware corporation, as a Lender and as

Agent

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

M&I MARSHALL & ILSLEY BANK, as a

Lender

By:

Name:

Title:

LASALLE BANK NATIONAL

ASSOCIATION, as a Lender

By:

Name:

Title:

ORIX FINANCE CORP., as a Lender
By:	/s/ Kenneth E. Moore
Name:	Kenneth E. Moore
Title:	Managing Director

OFSI Fund II, LLC
	By:	Orchard First Source Asset Management, LLC
	Its:	attorney in fact

By:	Orchard First Capital, Inc.
Its:	attorney in fact

By:	/s/ Christopher W. Coulomb
Name:	Christopher W. Coulomb
Title:	Director

OFSI Fund III, Ltd.
	By:	Orchard First Source Capital, Inc.
	Its:	attorney in fact

By:	/s/ Christopher W. Coulomb
Name:	Christopher W. Coulomb
Title:	Director

CONSENT AND THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

PANTHER EXPEDITED SERVICES, INC.

NAVIGATOR CDO 2003, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

NAVIGATOR CDO 2005, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

ANTARES FUNDING, L.P., as a Lender
	By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
	By:
	Name:
	Title:

NAVIGATOR CDO 2003, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:
	Name:	John Campos
	Title:	Authorized Signatory

NAVIGATOR CDO 2005, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:
	Name:	John Campos
	Title:	Authorized Signatory

ANTARES FUNDING, L.P., as a Lender
	By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
	By:	/s/ Leslie Hundley
	Name:	Leslie Hundley
	Title:	AVP

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2005-II

BABSON CLO LTD. 2005-III

BABSON CLO LTD. 2006-I

By: Babson Capital Management LLC as Collateral Manager

By	/s/ Geoffrey Tahas
	Geoffrey Tahas
	Director

DE MEER MIDDLE MARKET CLO 2006-1, LTD., as a Lender
	By:	De Meer Asset Management, a division of LaSalle Financial Services, Inc., as Collateral Manager
	By:	/s/ Will S. Bloom
	Name:	Will S. Bloom
	Title:	Assistant Vice President

Panther Amendment

EXHIBIT A to consent and Third Amendment

to Amended and Restated Credit Agreement

Items denoted in a bold typeface herein shall be prepared and delivered by Borrower or its

counsel, as applicable

DOCUMENT CHECKLIST

I. Principal Collateral Documents

1. Joinder to Guaranty executed by Integres in favor of Agent, for the benefit of the Lenders

2. Joinder to Guaranty executed by Integres Sub in favor of Agent, for the benefit of the Lenders

3. Pledge Agreement executed by Borrower pledging one hundred percent (100%) of the issued and outstanding capital stock of Integres to Agent, for the benefit of the Lenders

Acknowledgement by Integres

Exhibit A      Description of Pledged Securities

a. Irrevocable Proxy executed by Borrower with respect to Integres

b. Certificate number 16, representing 1,000 shares (100%) of the issued and outstanding capital stock of Integres, together with undated Stock Power executed in blank

4. Pledge Agreement executed by Integres pledging one hundred percent (100%) of the issued and outstanding capital stock of Integres Sub to Agent, for the benefit of the Lenders

Acknowledgement by Integres Sub

Exhibit A      Description of Pledged Securities

a. Irrevocable Proxy executed by Integres with respect to Integres Sub

b. Certificate number 2, representing 1,000 shares (100%) of the issued and outstanding capital stock of Integres Sub, together with undated Stock Power executed in blank

5. Joinder to Security Agreement executed by Integres in favor of Agent, for the benefit of the Lenders

Schedule I	-	Locations of Offices and Assets
Schedule II	-	Tradenames or Fictitious Business Names
Schedule III	-	Copyrights
Schedule IV	-	Patents
Schedule V	-	Trademarks
Schedule VI	-	List of Bank Accounts
Schedule VII	-	Commercial Tort Claims

6. Joinder to Security Agreement executed by Integres Sub in favor of Agent, for the benefit of the Lenders

Schedule I	-	Locations of Offices and Assets
Schedule II	-	Tradenames or Fictitious Business Names
Schedule III	-	Copyrights
Schedule IV	-	Patents
Schedule V	-	Trademarks
Schedule VI	-	List of Bank Accounts
Schedule VII	-	Commercial Tort Claims

7. Assignment of Acquisition Documents executed by Borrower, in favor of Agent, for the benefit of the Lenders

8. Trademark Security Agreement executed by Integres, in favor of Agent, for the benefit of the Lenders

Schedule 1 - Trademarks, Trademarks Applications and Trademark Licenses

a. Assignment of trademarks from Integres Global Logistics, LLC to Integres, filed with the PTO on March 15, 2007 at Reel 003500, Frame 0279

9. Copyright Security Agreement executed by Integres, in favor of Agent, for the benefit of the Lenders

Schedule 1 - Copyrights, Copyright Applications and Copyright Licenses

10. California Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing

Exhibit A      Legal Description

11. Landlord Waiver and Consent to Leasehold Deed of Trust

Exhibit A      Legal Description

Exhibit B      Copy of Lease

12. Deposit Account Control Agreement among Integres and/or Integres Sub, as applicable, Agent and each of the following depository institutions:

a. Bank of America

b. Bank of America Securities

c. Citigroup Smith Barney

II. UCC, State and Federal Tax Lien and Judgment Searches; UCC Termination Statements; and UCC Financing Statements

13. UCC, State and Federal Tax Lien and Judgment Searches listed on Annex A hereto

14. Pre-Filing Authorization Letter from Integres and Integres Sub

15. UCC Financing Statements listed on Annex B hereto

III. Ancillary Documents; Opinion Letters

16. Third Amendment Effective Date Notice of Borrowing

Schedule I      Wire Instructions

17. Third Amendment Effective Date Borrowing Base Certificate

18. Third Restatement Effective Date Compliance Certificate demonstrating that, after giving effect to the Integres Acquisition, including the incurrence of Indebtedness in connection therewith, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2 of the Credit Agreement, recomputed for the most recent month for which financial statements have been delivered

19. Certificate of Merger certified by the Secretary of State of Delaware

20. Insurance policies/insurance certificates evidencing the addition of Integres and Integres Sub as additional insureds to the liability, casualty and other insurance policies of the Borrower and naming Agent as loss payee and additional insured

21. Opinion of Counsel to Integres and Integres Sub in connection with the Loan Documents by Scudder Law Firm, P.C., L.L.O.

IV. Organizational Documents, Resolutions, Authorizations and Good Standing Certificates

22. Integres Secretary’s Certificate certifying as to the following:

Exhibit A	Certificate of Incorporation
Exhibit B	By-Laws
Exhibit C	Incumbency Signatures
Exhibit D	Resolutions re: Loan Documents and Related Transactions
Exhibit E	Certificate of Good Standing/Qualification to do Business in Delaware and California

23. Integres Sub Secretary’s Certificate certifying as to the following:

Exhibit A	Certificate of Incorporation
Exhibit B	By-Laws
Exhibit C	Incumbency Signatures
Exhibit D	Resolutions re: Loan Documents and Related Transactions
Exhibit E	Certificate of Good Standing/Qualification to do Business in Texas

V. Certification of Documents by a Responsible Officer of Borrower

24. Integres Merger Documents:

a.	Integres Merger Agreement, with all exhibits and schedules thereto
b.	Escrow Agreement
c.	Letter Agreement

ANNEX A to Document Checklist

UCC SEARCHES

Integres Global Logistics, Inc.	Key Transportation Services, Inc.
1. Delaware SOS	1. Texas SOS
2. Sacramento County, California	2. Tarrant County, Texas

ANNEX B to Document Checklist

UCC FINANCING STATEMENTS

DEBTOR	JURISDICTION	UCC TYPE	FILING DATE	FILING NUMBER
Integres Global Logistics, Inc.	Delaware Secretary of State	Blanket	3/15/07	20070978493
Key Transportation Services, Inc.	Texas Secretary of State	Blanket

Exhibit 4.2(b) to Consent and Third Amendment

to Amended and Restated Credit Agreement

See attached.

EXHIBIT 4.2(b)

COMPLIANCE CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date:                    , 200    

This Compliance Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(b) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders, on behalf of Borrower, that:

(a) the financial statements delivered with this Certificate in accordance with subsection 4.1(a) and/or 4.1(b) of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP the financial position and the results of operations of Borrower and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure);

(b) to the best of such officer’s knowledge, each of Holdings, the Borrower and its Subsidiaries, during the period covered by such financial statements, has observed and performed all of their respective covenants and other agreements, and satisfied every condition in, the Credit Agreement and the other Loan Documents to be observed, performed or satisfied by them, and such officer had not obtained knowledge of any Default or Event of Default [except as specified on the written attachment hereto];

(c) Exhibit A hereto is a correct calculation of each of the financial covenants contained in Article VI of the Credit Agreement as of the end of the most recent fiscal quarter;

(d) based on the Leverage Ratio, the Applicable Margin for (i) Base Rate Loans is              and (ii) LIBOR Rate Loans is [for use with delivery of monthly financial statements with respect to the last month of a fiscal quarter]; and

(e) since the Original Closing Date and except as disclosed in prior Compliance Certificates delivered to Agent, none of Holdings, Borrower or any of its Subsidiaries has:

1

(i) changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired any Subsidiary except as follows:                            ;

(ii) acquired the assets of, or merged or consolidated with or into, any Person, except as follows:                            ; or

(iii) changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any real property leases, except as follows:                            .

2

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officers this      day of                     , 200    .

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Name:

Title:

3

EXHIBIT A TO EXHIBIT 4.2(b)

COMPLIANCE CERTIFICATE

Covenant 6.1 Capital Expenditure Limit

Capital Expenditures are defined as follows:

The aggregate of all expenditures and obligations, for the relevant test period set forth in Section 6.1 of the Credit Agreement, which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures
Permitted Capital Expenditures
In Compliance		Yes/No

For purposes of calculating Cash Flow, Capital Expenditures are defined as follows:

The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the month covered by such financial statements which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures
Less:	Portion of Capital Expenditures financed under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment)
Unfinanced Capital Expenditures [used in calculation of Cash Flow]

Covenant 6.2 Senior Leverage Ratio

Senior Leverage Ratio is defined as follows:
Adjusted Indebtedness (per Exhibit B):	$
Less:    The principal amount of the Subordinated Indebtedness evidenced by the Subordinated Notes
Senior Indebtedness:	$
Adjusted EBITDA (per Exhibit B)	$
Senior Leverage Ratio (Senior Indebtedness (from above) divided by Adjusted EBITDA)
Maximum Senior Leverage Ratio
In Compliance		Yes/No

Covenant 6.3 Fixed Charge Coverage

Fixed Charge Coverage is defined as follows:
Cash Flow (per Exhibit B)	$
Fixed Charges:
Net Interest Expense (per Covenant 6.4)	$
Plus:     Scheduled principal payments of Indebtedness during such period1
Taxes paid in cash during such period
Restricted Payments paid in cash during such period (excluding (a) dividends from Subsidiaries of the Borrower to the Borrower or other Subsidiaries of the Borrower, (b) the Restatement Effective Date Transactions and (c) Restricted Payments made pursuant to and in compliance with Section 5.11(b) of the Credit Agreement)
Management fees and expenses and board of director fees paid in cash during such period
Fixed Charges2	$
Fixed Charge Coverage (Cash Flow divided by Fixed Charges)
Required Fixed Charge Coverage
In Compliance		Yes/No

¹ For purposes of calculating Fixed Charge Coverage, any prepayment of the Term Loan pursuant to Section 1.8(e) of the Credit Agreement shall be deemed to have been applied pro rata to all remaining scheduled installments thereof, regardless of how such prepayment was actually applied.

² For purposes of calculating the Fixed Charge Coverage Ratio as of March 31, 2006, June 30, 2006 and September 30, 2006, (i) Fixed Charges (other than scheduled principal payments of the Term Loan) shall be annualized, such that Fixed Charges as of such date shall equal actual Fixed Charges for the period commencing on January 1, 2006 and ending on such March 31, 2006, June 30, 2006 or September 30, 2006, as the case may be, multiplied by 4, 2 and 4/3, respectively, and (ii) scheduled principal payments of the Term Loan shall be deemed to be $1,300,000 for each such measurement period. Notwithstanding the foregoing, actual Restricted Payments pursuant to Section 5.11(b) of the Credit Agreement shall be used and shall not be annualized.

Covenant 6.4 Interest Coverage Ratio

Interest Coverage Ratio is defined as follows:

EBITDA (per Exhibit B)	$
Net interest Expense:
Gross interest expense for such period required to be paid in cash (including all commissions, discounts, fees and other charges in connection with standby letters of credit and similar instruments) for the Borrower and its Subsidiaries on a consolidated basis	$
Less:    Interest income for such period	$
Net Interest Expense [used in calculation of Fixed Charge Coverage and Excess Cash Flow]	$
Interest Coverage Ratio (EBITDA divided by Net Interest Expense)3
Required Interest Coverage Ratio
In Compliance		Yes/No

³ For purposes of calculating the Interest Coverage Ratio as of March 31, 2006, June 30, 2006 and September 30,2006, Net Interest Expense shall be annualized, such that Net Interest Expense as of such date shall equal actual Net Interest Expense for the period commencing on January 1, 2006 and ending on such March 31, 2006, June 30, 2006 or September 30, 2006, as the case may be, multiplied by 4, 2 and 4/3, respectively.

Exhibit B

Calculation of EBITDA, Cash Flow and Leverage Ratio

EBITDA is defined as follows:

Net income (or loss) for the applicable period of measurement of Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person which is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Person is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (c) gains or losses from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of the Borrower and its Subsidiaries, and related tax effects in accordance with GAAP; and (d) any other extraordinary or non-recurring gains or losses of the Borrower or its Subsidiaries, and related tax effects in accordance with GAAP $

Plus, without duplication:

All amounts deducted in calculating net income (or loss) for depreciation or amortization for such period

Interest expense (less interest income) deducted in calculating net income (or loss) for such period

All accrued taxes on or measured by income to the extent deducted in calculating net income (or loss) for such period

All management fees and expenses and board of director fees, in each instance, to the extent deducted in calculating net income (or loss) for such period

Severance payments and non-recurring seller-related expenses, not to exceed $550,000 in the aggregate, incurred in the calendar quarter ended June 30, 2005, in each instance, to

the extent deducted in calculating net income (or loss) for such period
All non-cash amounts deducted in the determination of net income (or loss) for such period resulting solely from the application of FAS 141, FAS 142 or FAS 144 in accordance with GAAP
All transaction-related expenses and fees incurred in connection with (a) the transactions consummated on the Original Closing Date pursuant to the Credit Agreement and Related Agreements as in effect on the Original Closing Date and (b) the transactions contemplated by the Credit Agreement and the Related Transactions, not to exceed $12,000,000 in the aggregate, and in connection with Permitted Acquisitions, not to exceed $500,000 in the aggregate, in each case to the extent not included in any of the other add-backs in computing EBITDA provided herein, and to the extent deducted in calculating net income or loss for such period	$
Amendment and waiver fees paid to Agent and Lenders and annual agent’s fee paid to Agent, in each instance, to the extent deducted in calculating net income (or loss) for such period	$
Other expenses paid at the direction of the Agent in connection with the exercise of its rights under the Loan Documents, to the extent deducted in calculating net income (or loss) for such period	$
Non-cash compensation expense attributable to employee stock options, to the extent deducted in calculating net income (or loss) for such period	$
Other non-cash expenses (or less non-cash income), to the extent deducted (or, with respect to non-cash income, included) in calculating net income (or loss) for such period and for which no cash outlay (or cash receipt) is foreseeable	$
Performance bonuses paid to officers and employees in accordance with Section 5.7 of the Credit Agreement, not to exceed $2,500,000 in the aggregate, to the extent deducted in calculating net income (or loss) for such period	$
Costs and expenses, not to exceed $1,852,000 in the aggregate, incurred in the calendar quarters ended September	$

30, 2006 and December 31, 2006 in connection with the proposed initial public offering of shares of capital stock of Holdings, in each instance, to the extent deducted in calculating net income (or loss) for such period

EBITDA⁴ $

⁴ For all purposes, EBITDA for the following periods shall be deemed equal to the following amounts:

Period	EBITDA
February 2005	$	1,070,000
March 2005	$	1,463,000
April 2005	$	1,443,000
May 2005	$	1,998,000
June 2005	$	2,018,000
July 2005	$	1,374,000
August 2005	$	2,689,000
September 2005	$	2,871,000
October 2005	$	3,159,000
November 2005	$	2,204,000

EBITDA for December 2005 and for the stub-period beginning January 1, 2006 and ending on the Restatement Effective Date shall equal actual EBITDA of Borrower and its Subsidiaries for such month (or stub-period) computed on a basis consistent with the determination of EBITDA set forth in the table above.

Calculation of Cash Flow
EBITDA for the applicable period of measurement	$
Less:    Unfinanced Capital Expenditures (per Covenant 6.1)
Cash Flow [used in calculation of Excess Cash Flow and Fixed Charge Coverage]	$
* * * * * * * * * *
Calculation of Leverage Ratio
Leverage Ratio is defined as follows:
Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to December 31, 2006, the average of the Revolving Loan balance as of the last day of each calendar month since the Restatement Effective Date)	$
Plus:     Letter of Credit Participation Liability as of date of measurement
Outstanding principal balance of the Swing Line Loans as of date of measurement
Outstanding principal balance of the Term Loan as of date of measurement
Principal portion of Subordinated Indebtedness evidenced by the Subordinated Notes as of date of measurement
Without duplication, all other Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under Rate Contracts to the extent constituting an Obligation) as of date of measurement
Indebtedness:	$
Less:     Unrestricted cash and cash equivalents of Borrower and its Subsidiaries in which Agent has a perfected first priority Lien, not to exceed $2,500,000 in the aggregate	$

Adjusted Indebtedness [used in calculation of Senior Leverage Ratio]	$
EBITDA for the twelve month period ending on the date of measurement (per Exhibit B)	$
Plus:      Pro Forma Acquisition EBITDA (as defined below) for each Permitted Acquisition (attach Schedule showing calculation of Pro Forma Acquisition EBITDA for each Permitted Acquisition)	$
Adjusted EBITDA [used in calculation of Senior Leverage Ratio]	$
Leverage Ratio (Adjusted Indebtedness (from above) divided by Adjusted EBITDA) [used in determination of Applicable Margin]

“Pro Forma Acquisition EBITDA” means, with respect to any Acquired Entity, the Acquired Entity’s earnings before interest, taxes, depreciation and amortization for the most recent trailing twelve (12) month period ending as of the last day of the month preceding the closing of the Permitted Acquisition for which financial statements have been delivered to Agent, subject to (a) such proforma add-backs of the type specified on Exhibit B that have been deducted in calculating net income (or loss) for such period and (b) such other proforma adjustments, in each case as are acceptable to the Agent. Pro Forma Acquisition EBITDA for any Acquired Entity shall be calculated on a month by month basis such that a separate amount shall be allocated to each month included in the applicable trailing twelve (12) month period. After the consummation of any Permitted Acquisition, Pro Forma Acquisition EBITDA with respect to any Acquired Entity acquired as a result thereof shall equal Pro Forma Acquisition EBITDA (a) for and allocated to the calendar month preceding the calendar month in which the closing of such Permitted Acquisition occurs and (b) included within the twelve (12) month period ending the applicable date of determination. The foregoing notwithstanding, “Pro Forma Acquisition EBITDA” attributable to (i) Con-way shall be deemed to be $285,000 for each fiscal month commencing with the fiscal month of August 2005 through and including the fiscal month of July 2006 and (ii) Integres shall be deemed to be $42,866.50 for each fiscal month commencing with the fiscal month of April 2006 through and including the fiscal month of February 2007.

EX-10.5

Exhibit 10.5

EXECUTION COPY

FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of May 23, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”; Borrower, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007 and (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower has requested that the Agent and the Lenders (a) increase the Aggregate Term Loan Commitment (as such term is defined in the Credit Agreement) by $10,000,000 and (b) agree to amend the Credit Agreement in certain other respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to grant such consents and make such amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, the Credit Agreement is hereby amended as follows:

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(a) The Borrower and Lenders hereby agree that the outstanding principal amount of the Term Loan on the date hereof is $66,750,000 (the “Existing Term Loan”). Each Lender identified on Schedule 1.1(a) hereto severally and not jointly agrees, on the terms and subject to the conditions set forth herein, to lend to the Borrower on the Fourth Amendment Effective Date (as defined in the Credit Agreement after giving effect to this Amendment), the amount set forth opposite such Lender’s name in Schedule 1.1(a) hereto under the heading “Fourth Amendment Term Loan”. Such loans shall be deemed to be made in addition to the Existing Term Loan and not in repayment thereof and shall constitute a part of the Term Loan for all purposes under the Credit Agreement and each Loan Document. Without limiting the generality of the foregoing, the loans made pursuant to this Section 2(a) shall (i) constitute Obligations under the Loan Documents and have all of the benefits thereof, (ii) have all of the rights, remedies, privileges and protections applicable to the Term Loan under the Credit Agreement and the other Loan Documents, (iii) be secured by the Liens granted to the Agent under any Collateral Document, (iv) be evidenced by Term Notes and (v) bear interest at rates applicable to the Term Loan under the Credit Agreement. After giving effect to the making of the term loans pursuant to this Section 2(a), the outstanding principal amount of the Term Loan under the Credit Agreement on the Fourth Amendment Effective Date shall be $76,750,000.

(b) Subsection 1.8(a) – Scheduled Term Loan Payments. Subsection 1.8(a) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“(a) Scheduled Term Loan Payments. The principal amount of the Term Loan shall be paid in installments on the dates and in the respective amounts shown below:”

Date of Payment:	Amount of Term Loan Payment:
March 31, 2006	$625,000
June 30, 2006	$625,000
September 30, 2006	$625,000
December 31, 2006	$625,000
March 31, 2007	$750,000
June 30, 2007	$862,359.55
September 30, 2007	$862,359.55
December 31, 2007	$862,359.55
March 31, 2008	$1,006,086.14
June 30, 2008	$1,006,086.14
September 30, 2008	$1,006,086.14
December 31, 2008	$1,006,086.14
March 31, 2009	$1,149,812.73
June 30, 2009	$1,149,812.73

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September 30, 2009	$1,149,812.73
December 31, 2009	$1,149,812.73
March 31, 2010	$1,293,539.33
June 30, 2010	$1,293,539.33
September 30, 2010	$1,293,539.33
December 31,2010	$1,293,539.33
March 31, 2011	$15,091,292.13
June 30, 2011	$15,091,292.13
September 30, 2011	$15,091,292.13
December 31, 2011	Remaining outstanding balance of Term Loan

(c) Section 6.1 – Capital Expenditures. Section 6.1 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.1 Capital Expenditures. The Borrower and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter period commencing on the Restatement Effective Date) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period commencing on the Restatement Effective Date):

Fiscal Period	Capital Expenditure Limitation
For the fiscal year ending December 31, 2006	$	3,000,000
For the fiscal year ending December 31, 2007	$	2,750,000
For the fiscal year ending December 31, 2008 and for each fiscal year thereafter	$	2,500,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(d) Section 6.2 – Senior Leverage Ratio. Section 6.2 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.2 Senior Leverage Ratio. The Borrower shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

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Date	Maximum Senior Leverage Ratio
March 31, 2006	3.50 to 1.00
June 30, 2006	3.50 to 1.00
September 30, 2006	3.50 to 1.00
December 31, 2006	3.50 to 1.00
March 31, 2007	3.35 to 1.00
June 30, 2007	3.50 to 1.00
September 30, 2007	3.50 to 1.00
December 31, 2007	3.50 to 1.00
March 31, 2008	3.25 to 1.00
June 30, 2008	3.00 to 1.00
September 30, 2008	3.00 to 1.00
December 31, 2008	2.75 to 1.00
March 31, 2009	2.25 to 1.00
June 30, 2009 and the last day of each fiscal quarter thereafter	2.00 to 1.00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(e) Section 6.3 – Fixed Charge Coverage Ratio. Section 6.3 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.3 Fixed Charge Coverage Ratio. The Borrower shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge Ratio
March 31, 2006	1.10 to 1.00
June 30, 2006	1.10 to 1.00
September 30, 2006	1.10 to 1.00
December 31, 2006	1.10 to 1.00
March 31, 2007	1.10 to 1.00
June 30, 2007	1.10 to 1.00
September 30, 2007	1.10 to 1.00
December 31, 2007	1.10 to 1.00
March 31, 2008	1.15 to 1.00

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June 30, 2008	1.15 to 1.00
September 30, 2008	1.15 to 1.00
December 31, 2008	1.15 to 1.00
March 31, 2009	1.15 to 1.00
June 30, 2009	1.15 to 1.00
September 30, 2009	1.15 to 1.00
December 31, 2009	1.20 to 1.00
March 31, 2010	1.20 to 1.00
June 30, 2010	1.20 to 1.00
September 30, 2010	1.20 to 1.00
December 31, 2010	1.20 to 1.00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(f) Section 6.4 – Interest Coverage Ratio. Section 6.4 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.4 Interest Coverage Ratio. The Borrower shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	2.25 to 1.00
June 30, 2006	2.25 to 1.00
September 30, 2006	2.35 to 1.00
December 31, 2006	2.40 to 1.00
March 31, 2007	2.45 to 1.00
June 30, 2007	2.25 to 1.00
September 30, 2007	2.25 to 1.00
December 31, 2007	2.25 to 1.00
March 31, 2008	2.25 to 1.00
June 30, 2008	2.35 to 1.00
September 30, 2008	2.35 to 1.00
December 31, 2008	2.50 to 1.00
March 31, 2009	2.75 to 1.00
June 30, 2009	3.00 to 1.00
September 30, 2009	3.00 to 1.00
December 31, 2009 and the last day of each

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fiscal quarter thereafter 3.25 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(g) Section 11.1 – Defined Terms. Section 11.1 of the Credit Agreement hereby is amended by (i) substituting clause (b) of the definition of “Applicable Margin” set forth below in lieu of the current clause (b) thereof and (ii) substituting clause (g) of the definition of “Permitted Acquisition” set forth below in lieu of the current clause (g) thereof:

Applicable Margin

“(b) thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Leverage Ratio then in effect pursuant to the appropriate column under the table below:

Leverage Ratio	LIBOR Margin		Base Rate Margin
Greater than 5.00 to 1.0	4.00	%	2.75	%
greater than 4.50 to 1.0, but less than or equal to 5.00 to 1.0	3.75	%	2.50	%
greater than 4.00 to 1.0, but less than or equal to 4.50 to 1.0	3.50	%	2.25	%
less than or equal to 4.00 to 1.0	3.00	%	1.75	%

The Applicable Margin shall be adjusted from time to time upon delivery to the Agent of the monthly financial statements for the last month of each fiscal quarter and the Compliance Certificate required to be delivered pursuant to •Section 4.1 hereof, in each case accompanied by a written calculation of the Leverage Ratio certified on behalf of the Borrower by a Responsible Officer as of the end of the fiscal month for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the fifth (5^th) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver any such financial statements and Compliance Certificate for any such fiscal month by the date required pursuant to Section 4.1, then, at the Agent’s election, effective as of the date such financial statements and Compliance Certificate were to have been delivered, and continuing through the fifth (5^th) Business Day following the date (if ever) when

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such financial statements, Compliance Certificate and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above.”

Permitted Acquisition

“(g) no more than $5,000,000 in the aggregate principal amount of Revolving Loans may be used during any calendar year and no more than $10,000,000 in the aggregate principal amount of Revolving Loans may be used during the term of this Agreement to consummate all such Acquisitions;”

(h) Section 11.1 – Defined Terms. Section 11.1 of the Credit Agreement hereby is further amended by inserting the following defined term therein in appropriate alphabetical order:

““Fourth Amendment Effective Date” means May 23, 2007.”

3. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties, Agent and Lenders;

(b) delivery to Agent of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to Agent;

(c) the use by the Borrower of a portion of the proceeds of the Fourth Amendment Term Loan to repay in full the aggregate principal amount of the Revolving Loans outstanding as of the Fourth Amendment Effective Date; and

(d) receipt by Agent of evidence in form and substance reasonably satisfactory to Agent of corresponding amendments to the Subordinated Loan Agreement by the Subordinated Lenders.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

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(d) this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) no Default or Event of Default exists.

5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. The Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

6. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

7. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

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12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

- Remainder of Page Intentionally Blank; Signature Page Follows -

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman	By:	/s/ Roy Showman
Title:	CFO	Name:	Roy Showman
		Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By :	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	Chairman
INTEGRES SUB:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	Chairman

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:	/s/ Brian E. Sommarfeld
Name:	Brian E. Sommarfeld
Title:	Duly Authorized Signatory
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:
WB LOAN FUNDING 3, LLC, as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:
WB LOAN FUNDING 3, LLC, as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ David J. Thomas
Name.	David J. Thomas
Title:	Senior Vice President
ORIX FINANCE CORP., as a Lender
By:
Name:
Title:
WB LOAN FUNDING, LLC, as a Lender
By:
Name:
Title:

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
ORIX FINANCE CORP., as a Lender
By:	/s/ Kenneth E. Moore
Name:	Kenneth E. Moore
Title:	Managing Director
WB LOAN FUNDING, LLC, as a Lender
By:
Name:
Title:

WB Loan Funding 3, LLC
By:	/s/ Diana M. Himes
Name:	Diana M. Himes
Title:	Vice President

BABSON CLO LTD. 2006-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Thomas Q. McDonnell
Name:	Thomas Q. McDonnell
Title:	Director
BABSON CLO LTD. 2005-III, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Thomas Q. McDonnell
Name:	Thomas Q. McDonnell
Title:	Director
BABSON CLO LTD. 2005-II, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Thomas Q. McDonnell
Name:	Thomas Q. McDonnell
Title:	Director
BABSON CLO LTD. 2005-I, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Thomas Q. McDonnell
Name:	Thomas Q. McDonnell
Title:	Director
ANTARES FUNDING, L.P., as a Lender
By:
Name:
Title:

ANTARES FUNDING, L.P., as a Lender
By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999
	By:	/s/ Leslie Hundley
	Name:	Leslie Hundley
	Title:	AVP
NAVIGATOR CDO 2003, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:
	Name:
	Title:
NAVIGATOR CDO 2005, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:
	Name:
	Title:

ANTARES FUNDING, L.P., as a Lender
By:
Name:
Title:
NAVIGATOR CDO 2003, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

OFSI FUND II, LLC, as a Lender
	By:	Orchard First Source Asset Management, LLC, its attorney in fact
	By:	Orchard First Source Capital, Inc., its attorney in fact
	By:	/s/ Christopher W. Coulomb
	Name:	CHRISTOPHER W. COULOMB
	Title:	DIRECTOR
OFSI FUND III, LTD, as a Lender
	By:	Orchard First Source Capital, Inc., its attorney in fact
	By:	/s/ Christopher W. Coulomb
	Name:	CHRISTOPHER W. COULOMB
	Title:	DIRECTOR

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:
Name:
Title:
M&I MARSHALL & ILSLEY BANK, as a Lender
By:
Name:
Title:
By:
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
De Meer Middle Market CLO 2006-1, Ltd., as Lender.
By:	De Meer Asset Management, a division of LaSalle Financial Services, Inc., as Collateral Manager
By:	/s/ Will S. Bloom
Name:	Will S. Bloom
Title:	Assistant Vice President

EXHIBIT A to Fourth Amendment

to Amended and Restated Credit Agreement

Items denoted in a bold typeface herein shall be prepared and delivered by Borrower or its

counsel, as applicable

DOCUMENT CHECKLIST

1. Reaffirmation of and Amendment to Subordination Agreement by and among Loan Parties, Subordinated Lenders and Agent

2. Fee Letter

3. Term Note in favor of Antares

Schedule 1.1(a)

Fourth Amendment Term Loan

Antares Capital Corporation $ 10,000,000

EX-10.6

Exhibit 10.6

EXECUTION COPY

FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 29, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Borrower, Holdings, Panther Sub, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007 and (d) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 23, 2007, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower will terminate its relationship with John Sliter pursuant to that certain Separation Agreement dated as of the date hereof between the Borrower and John Sliter;

WHEREAS, Borrower has requested that Agent and the Lenders agree to amend the Credit Agreement in certain respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to make such amendments subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

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2. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, the Credit Agreement is hereby amended as follows:

(a) Section 11.1 – Defined Terms. Section 11.1 of the Credit Agreement hereby is amended by substituting the following definition of the term set forth below in lieu of the current version of such definition contained in Section 11.1 of the Credit Agreement:

““Employment Agreement” means that certain Employment Agreement dated as of the Original Closing Date by and between the Borrower and Daniel K. Sokolowski, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.”

(b) Exhibit 4.2(b) – Compliance Certificate. Exhibit B to Exhibit 4.2(b) to the Credit Agreement is hereby amended by inserting the following language as an add-back to the EBITDA calculation.

“Severance payments and other non-recurring expenses related to the termination of John Sliter, not to exceed $578,000 in the aggregate, incurred in the calendar quarter ending December 31, 2007 to the extent deducted in calculating net income (or loss) for such period”

3. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties, Agent and Lenders; and

(b) the execution and delivery of a corresponding amendment to the Subordinated Loan Agreement in form and substance reasonably satisfactory to Agent.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding

2

obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) no Default or Event of Default exists.

5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as set forth herein, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

6. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

7. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor,

3

assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
INTEGRES SUB:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

Fifth Amendment

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:	/s/ Brain E. Sommerfeld
Name:	Brain E. Sommerfeld
Title:	Duly Authorized Signatory

Fifth Amendment

LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Anna C. Faford
Name:	Anna C. Faford
Title:	Assistant Vice President

Fifth Amendment

ANTARES FUNDING, L.P., as a Lender
By: The Bank of New York Trust Company., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999, as a Lender
By:	/s/ Jennifer Basso
Name:	Jennifer Basso
Title:	Relationship Manager

Fifth Amendment

NAVIGATOR CDO 2003, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD, as a Lender
	By:	Antares Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2006, LTD, as a Lender
	By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

Fifth Amendment

OFSI FUND II, LLC, as a Lender
	By:	Orchard First Source Asset Management, LLC, its attorney in fact
	By:	Orchard First Source Capital, Inc., its attorney in fact
	By:	/s/ Terrence L. McKenna Jr.
	Name:	Terrence L. McKenna Jr.
	Title:	Director
OFSI FUND III, LTD, as a Lender
	By:	Orchard First Source Capital, Inc., its attorney in fact
	By:	/s/ Terrence L. McKenna Jr.
	Name:	Terrence L. McKenna Jr.
	Title:	Director

Fifth Amendment

EX-10.7

Exhibit 10.7

Execution Copy

CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS CONSENT AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 7, 2008 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres” ; Borrower, Holdings, Panther Sub, Integres Sub and Integres are collectively referred to herein as the “ Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007, (d) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 23, 2007 and (e) that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of November 29, 2007, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Borrower has informed Agent and the Lenders that Borrower wishes to purchase all of the outstanding equity interests of Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite” ) pursuant to that certain Membership Unit Purchase Agreement of even date herewith (the “ Elite Purchase Agreement”) by and among Elite Sellers (as defined in the Credit Agreement after giving effect to this Amendment), Borrower, Holdings and Elite (such acquisition pursuant to the Elite Purchase Agreement, generally, the “Elite Acquisition”);

WHEREAS, in connection with the Elite Acquisition, Borrower intends to use the proceeds of the Sixth Amendment Incremental Term Loan (as defined below) for the purpose of (a) paying a portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and (b) working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Credit

1

Agreement;

WHEREAS, Borrower has requested that Agent and the Lenders (a) consent to the Elite Acquisition, (b) consent to Borrower’s use of proceeds of the Sixth Amendment Incremental Term Loan for the purposes of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Credit Agreement, and (c) agree to amend the Credit Agreement in certain respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to grant such consents and make such amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, but subject to and in accordance with the terms of this Amendment, Agent and Lenders hereby:

(a) consent to the Elite Acquisition, notwithstanding the failure of Borrower to comply with clause (h) of the definition of “ Permitted Acquisition” within Section 11.1 of the Credit Agreement, and acknowledge that, from and after the effectiveness of such consent, the Elite Acquisition shall be deemed to be a “ Permitted Acquisition” ; and

(b) consent to Borrower’s use of proceeds of the Sixth Amendment Incremental Term Loan for the purposes of paying a portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Credit Agreement.

3. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, the Credit Agreement is hereby amended as follows:

(a) Borrower and Lenders hereby agree that the outstanding principal balance of the Term Loan on the date hereof is $69,248,111.23 (the “Existing Term Loan”). Each Lender identified on Schedule 3(a) hereto severally and not jointly agrees, on the terms and subject to the conditions set forth herein, to lend to the Borrower on the Sixth Amendment Effective Date (as defined in the Credit Agreement after giving effect to this Amendment), the amount (such loan, the “Sixth Amendment Incremental Term Loan”) set forth opposite such Lender’s name in Schedule 3(a) hereto under the heading “ Sixth Amendment Incremental Term Loan” . Such loans shall be deemed to be made in addition to the Existing Term Loan and not in repayment thereof and shall constitute a part of the Term Loan for all purposes under the Credit Agreement

2

and each Loan Document. Without limiting the generality of the foregoing, the loans made pursuant to this Section 3(a) shall (i) constitute Obligations under the Loan Documents and have all of the benefits thereof, (ii) have all of the rights, remedies, privileges and protections applicable to the Term Loan under the Credit Agreement and the other Loan Documents, (iii) be secured by the Liens granted to the Agent under any Collateral Document, (iv) be evidenced by Term Notes and (v) bear interest at rates applicable to the Term Loan under the Credit Agreement. After giving effect to the making of the Sixth Amendment Incremental Term Loan, on the Sixth Amendment Effective Date the principal amount of the Term Loan outstanding under the Credit Agreement shall be $74,248,111.23.

(b) Subsection 1.8(a) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“(a) Scheduled Term Loan Payments. The principal amount of the Term Loan shall be paid in installments on the dates and in the respective amounts shown below:

Date of Payment:	Amount of Term Loan Payment:
March 31, 2006	$625,000.00
June 30, 2006	$625,000.00
September 30, 2006	$625,000.00
December 31, 2006	$625,000.00
March 31, 2007	$750,000.00
June 30, 2007	$862,359.55
September 30, 2007	$862,359.55
December 31, 2007	$839,371.04
March 31, 2008	$979,266.22
June 30, 2008	$979,266.22
September 30, 2008	$979,266.22
December 31, 2008	$1,049,973.30
March 31, 2009	$1,199,969.49
June 30, 2009	$1,199,969.49
September 30, 2009	$1,199,969.49
December 31, 2009	$1,199,969.49
March 31, 2010	$1,349,965.68
June 30, 2010	$1,349,965.68
September 30, 2010	$1,349,965.68
December 31, 2010	$1,349,965.68

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Date of Payment:	Amount of Term Loan Payment:
March 31, 2011	$15,749,599.56
June 30, 2011	$15,749,599.56
September 30, 2011	$15,749,599.56
December 31, 2011	Remaining outstanding balance of Term Loan”

(c) Section 5.5 of the Credit Agreement hereby is amended by (i) deleting the word “and” immediately after clause (h), (ii) deleting the “.” immediately after clause (i) and substituting “; and” in lieu thereof and (iii) adding a new clause (j) immediately following clause (i) as follows:

“(j) unsecured Indebtedness of Borrower constituting (i) the Elite Deferred Payment incurred in connection with the Elite Acquisition in an aggregate amount not to exceed $3,000,000 and (ii) the Elite Earn-Out Obligation incurred in connection with the Elite Acquisition in an aggregate maximum potential amount not to exceed $8,120,000.”

(d) Section 5.7(b) of the Credit Agreement hereby is amended by deleting such subsection in its entirety and substituting the following therefor::

“(b) payment of performance bonuses to officers and employees, not to exceed $3,500,000 in the aggregate, pursuant to one or more agreements or plans, each in form and substance acceptable to the Agent (it being acknowledged and agreed that the terms and conditions specified on Exhibit 5.7 are acceptable to the Agent), and which agreements or plans will in any event contain the EBITDA targets set forth on Schedule 5.7; provided, that”

(e) The preamble to Section 5.11 of the Credit Agreement hereby is amended in its entirety to read as follows:

“5.11 Restricted Payments. The Borrower shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding, or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness, or any payment on account of the Integres Earn-Out Obligation, the Elite Deferred Payment or the Elite Earn-Out Obligation (the items described in clauses (i), (ii) and (iii) above are referred to as “ Restricted Payments” ); except that any Wholly-Owned Subsidiary of the

4

Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower that is a Domestic Subsidiary, and except that the Borrower may, in each instance solely to the extent permitted under the Subordinated Loan Agreement:”

(f) Section 5.11 of the Credit Agreement hereby is further amended by (i) deleting the word “and” immediately after clause (g), (ii) deleting the “.” immediately after clause (h) and substituting “; and” in lieu thereof and (iii) adding new clause (i) immediately following clause (h) as follows:

“(i) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Elite Deferred Payment and/or the Elite Earn-Out Obligation in accordance with the provisions of Sections 1.2(c) and 1.2(e) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of any Elite Deferred Payment and/or Elite Earn-Out Obligation:

(A) prior to the making of such payment, Agent shall have received (i) written notice from Borrower of Borrower’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or by Borrower or any of its Subsidiaries under the Elite Acquisition Agreement in respect thereof, and (iii) a certificate by a Responsible Officer stating Borrower and its Subsidiaries are in compliance with the terms hereof and of the Elite Acquisition Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Elite Acquisition Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of Agent);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payment, the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Article VI of the Credit Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Credit Agreement after giving effect thereto as if such payment was made during the period covered thereby); and

(E) after giving effect to the making of such payment, Availability is not less than $3,000,000.”

5

(g) Section 6.1 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.1 Capital Expenditures. The Borrower and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter period commencing on the Restatement Effective Date) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period commencing on the Restatement Effective Date):

Fiscal Period	Capital Expenditure Limitation
For the fiscal December 31, 2006 year ending	$3,000,000
For the fiscal December 31, 2007 year ending	$2,750,000
For the fiscal December 31, 2008 year ending	$2,750,000
For the fiscal year ending December 31, 2009 and for each fiscal year thereafter	$2,500,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(h) Section 6.2 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.2 Senior Leverage Ratio. The Borrower shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage Ratio
March 31, 2006	3.50 to 1.00
June 30, 2006	3.50 to 1.00
September 30, 2006	3.50 to 1.00
December 31, 2006	3.50 to 1.00
March 31, 2007	3.35 to 1.00
June 30, 2007	3.50 to 1.00
September 30, 2007	3.50 to 1.00

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December 31, 2007	3.50 to 1.00
March 31, 2008	3.25 to 1.00
June 30, 2008	3.00 to 1.00
September 30, 2008	3.35 to 1.00
December 31, 2008	3.35 to 1.00
March 31, 2009	3.25 to 1.00
June 30, 2009	3.20 to 1.00
September 30, 2009	3.10 to 1.00
December 31, 2009	3.00 to 1.00
March 31, 2010	2.90 to 1.00
June 30, 2010	2.80 to 1.00
September 30, 2010	2.65 to 1.00
December 31, 2010 and	2.50 to 1.00
the last day of each fiscal quarter thereafter

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(i) Section 6.3 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.3 Fixed Charge Coverage Ratio. The Borrower shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge Ratio
March 31, 2006	1.10 to 1.00
June 30, 2006	1.10 to 1.00
September 30, 2006	1.10 to 1.00
December 31, 2006	1.10 to 1.00
March 31, 2007	1.10 to 1.00
June 30, 2007	1.10 to 1.00
September 30, 2007	1.10 to 1.00
December 31, 2007	1.10 to 1.00
March 31, 2008	1.15 to 1.00
June 30, 2008	1.15 to 1.00
September 30, 2008 and

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the last day of each fiscal quarter thereafter 1.10 to 1.00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(j) Section 6.4 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.4 Interest Coverage Ratio. The Borrower shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	2.25 to 1.00
June 30, 2006	2.25 to 1.00
September 30, 2006	2.35 to 1.00
December 31, 2006	2.40 to 1.00
March 31, 2007	2.45 to 1.00
June 30, 2007	2.25 to 1.00
September 30, 2007	2.25 to 1.00
December 31, 2007	2.25 to 1.00
March 31, 2008	2.25 to 1.00
June 30, 2008	2.35 to 1.00
September 30, 2008	2.00 to 1.00
December 31, 2008	2.00 to 1.00
March 31, 2009	2.10 to 1.00
June 30, 2009	2.10 to 1.00
September 30, 2009	2.10 to 1.00
December 31, 2009	2.15 to 1.00
March 31, 2010	2.20 to 1.00
June 30, 2010 and the last day of each fiscal quarter thereafter	2.30 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(k) Section 11.1 of the Credit Agreement hereby is amended by substituting the following definitions of the terms set forth below in lieu of the current version of such definitions

8

contained in Section 11.1 of the Credit Agreement:

“Aggregate Term Loan Commitment” means the combined Term Loan Commitments of the Lenders, which was initially in the amount of $70,000,000, which amount shall be increased to $74,248,111.23 as of the Sixth Amendment Effective Date, in each case, as such amount may be reduced from time to time pursuant to this Agreement.”

““Applicable Margin” means

(a) for the period commencing on the Restatement Effective Date through August 4, 2006 [i.e., the fifth (5th) Business Day following the date of delivery of the monthly financial statements and the Compliance Certificate for June, 2006].

(i) with respect to Base Rate Loans, two and one-half percent (2.50%) per annum, and

(ii) with respect to LIBOR Rate Loans, three and three-quarters percent (3.75%) per annum;

(b) for the period commencing on August 4, 2006 through the Sixth Amendment Effective Date, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Leverage Ratio then in effect pursuant to the appropriate column under the table below:

Leverage Ratio	LIBOR Margin	Base Rate Margin
Greater than 5.00 to 1.0	4.00%	2.75%
greater than 4.50 to 1.0, but less than or equal to 5.00 to 1.0	3.75%	2.50%
greater than 4.00 to 1.0, but less than or equal to 4.50 to 1.0	3.50%	2.25%
less than or equal to 4.00 to 1.0	3.00%	1.75%

; and

(c) thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set

9

forth below based upon the applicable Leverage Ratio then in effect pursuant to the appropriate column under the table below:

Leverage Ratio	LIBOR Margin	Base Rate Margin
Greater than 4.25 to 1.0	5.25%	4.00%
greater than 3.75 to 1.0, but less than or equal to 4.25 to 1.0	5.00%	3.75%
less than or equal to 3.75 to 1.0	4.75%	3.50%

The Applicable Margin shall be adjusted from time to time upon delivery to the Agent of the monthly financial statements for the last month of each fiscal quarter and the Compliance Certificate required to be delivered pursuant to Section 4.1 hereof, in each case accompanied by a written calculation of the Leverage Ratio certified on behalf of the Borrower by a Responsible Officer as of the end of the fiscal month for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the fifth (5th) Business Day following the date of delivery of such financial statements, Compliance Certificate and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver any such financial statements and Compliance Certificate for any such fiscal month by the date required pursuant to Section 4.1, then, at the Agent’s election, effective as of the date such financial statements and Compliance Certificate were to have been delivered, and continuing through the fifth (5th) Business Day following the date (if ever) when such financial statements, Compliance Certificate and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above.”

““ LIBOR” means, for each Interest Period, the greater of (a) three percent (3%) per annum and (b) the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Telerate Page 3750 as of 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by the Agent (rounded upwards, if necessary, to the nearest 1/100^th of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financial institutions reasonably satisfactory to the Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination.”

““Related Agreements” means, collectively, the Management Agreement,

10

the Subordinated Indebtedness Documents, the Panther Purchase Agreement, the Employment Agreements, the Sponsor Guaranty, the Repurchase Agreement, the Integres Acquisition Documents, the Elite Acquisition Documents and the Services Agreement.”

(l) Section 11.1 of the Credit Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Elite” means Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company.”

““Elite Acquisition” means the acquisition by Borrower of all of the outstanding equity interests of Elite pursuant to the Elite Acquisition Agreement.”

““Elite Acquisition Agreement” means that certain Membership Unit Purchase Agreement by and among Borrower, Holdings, Elite Sellers and Elite, dated as of October 7, 2008.”

““Elite Acquisition Documents” means all documents, agreements and instruments executed by the Borrower and/or its Subsidiaries in connection with the consummation of the Elite Acquisition and shall include, without limitation, the Elite Acquisition Agreement.”

““Elite Deferred Payment” means the payment not to exceed an aggregate of $3,000,000 due to Elite Sellers by the Borrower pursuant to Section 1.2(c) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date.”

““Elite Earn-Out Obligation” means (a) the payment, if any, not to exceed an aggregate of $3,500,000 due to Elite Sellers by the Borrower pursuant to Section 1.2(e)(i) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date and (b) the payment, if any, not to exceed an aggregate of $4,620,000 due to Elite Sellers by the Borrower pursuant to Section 1.2(e)(ii) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date.”

““Elite Sellers” means the Persons listed on the signature pages to the Elite Acquisition Agreement as “ Members.””

““Sixth Amendment” means the Consent and Sixth Amendment to Credit Agreement dated as of the Sixth Amendment Effective Date among Holdings, the Borrower, Panther Sub, Integres, Integres Sub, Agent and the Lenders.”

““Sixth Amendment Effective Date” means October 7, 2008.”

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(m) Schedule 1.1(a) to the Credit Agreement is hereby amended in its entirety and as so amended shall read as set forth on Schedule 1.1(a) hereto.

(n) Each of Schedules 3.2, 3.5, 3.7, 3.17, 3.24, 5.1, 5.5, 5.6, 5.7 and 5.9 to the Credit Agreement is hereby amended and restated in its entirety and as so amended shall read as set forth on Schedules 3.2, 3.5, 3.7, 3.17, 3.24, 5.1, 5.5, 5.6, 5.7 and 5.9 hereto.

(o) Exhibit 4.2(b) to the Credit Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit 4.2(b) hereto.

4. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties, Agent and Required Lenders;

(b) delivery to Agent of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to Agent and Borrower;

(c) (i) the Elite Acquisition shall satisfy all of the conditions set forth in the definition of “ Permitted Acquisition” contained in Section 11.1 of the Credit Agreement (other than the conditions set forth in clause (h) thereof), (ii) the Elite Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Elite Acquisition Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of Agent, which consent shall not be unreasonably withheld or delayed), for a purchase price not to exceed (A) $4,500,000 payable solely in cash on the closing date of the Elite Acquisition, (B) $3,000,000 constituting the Elite Deferred Payment and (C) up to an aggregate amount of $8,120,000 (or such lesser amount as may be due and owing under the terms of the Elite Acquisition Agreement) constituting the Elite Earn-Out Obligation and (iii) Elite and Elite Sellers shall have fully performed all of the respective obligations to be performed by them under the Elite Acquisition Agreement;

(d) receipt by Agent on the Sixth Amendment Effective Date of a non-refundable amendment fee in the amount of $446,240.56, which fee is due and payable in full on the Sixth Amendment Effective Date and shall be distributed by Agent to Lenders signatory to this Amendment promptly after the Sixth Amendment Effective Date in accordance with such Lenders’ pro rata share of the Obligations; and

(e) receipt by Agent of evidence in form and substance reasonably satisfactory to Agent of the consent to the Elite Acquisition, and corresponding amendments to the Subordinated Loan Agreement, by the Subordinated Lenders.

5. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good

12

standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment, the Elite Acquisition Agreement (in the case of the Borrower and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment, the Elite Acquisition Agreement (in the case of the Borrower and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment, the Elite Acquisition Agreement (in the case of the Borrower and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Elite Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Borrower is a party or by which any of its properties or assets are bound;

(f) the Elite Acquisition Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties of the Loan Parties contained in the Elite Acquisition Agreement is true, correct and complete in all material respects;

(h) all material conditions precedent to the Elite Acquisition have been fulfilled or (with the prior written consent of the Agent and Required Lenders) waived, and the Elite Acquisition Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

(i) no Default or Event of Default exists; and

(j) after giving effect to the Elite Acquisition, including the incurrence of Indebtedness in connection therewith, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2 of the Credit Agreement, recomputed for the most recent month for which financial statements have been delivered.

6. Cash Management. Notwithstanding anything to the contrary set forth in the Loan Documents, the Borrower shall deliver, or cause to be delivered, to Agent, as soon as

13

reasonably practicable, but in no event later than sixty (60) days following the Sixth Amendment Effective Date, either (a) account control agreements, each in form and substance reasonably satisfactory to Agent with regard to all deposit accounts and securities accounts of Elite, executed by Elite and the applicable financial institutions; provided that the aggregate amount of funds or securities on deposit in such accounts shall not exceed $65,000 at any time until such account control agreements shall be in effect, or (b) evidence of the closing of all such accounts, in form and substance reasonably satisfactory to Agent, and transfer of all funds and securities on deposit in such accounts to one or more deposit account(s) that are subject to a deposit account control agreement to which Agent is a party and which is in form and substance reasonably satisfactory to Agent.

7. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. The Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

8. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

9. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

11. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

13. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision

14

of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

14. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

15

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
INTEGRES SUB:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

Consent and Sixth Amendment to Credit Agreement

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:	/s/ Brian E. Sommerfeld
Name:	Brian E. Sommerfeld
Title:	Duly Authorized Signatory

Consent and Sixth Amendment to Credit Agreement

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President

LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ John P. Wofford
Name:	John P. Wofford
Title:	Vice President

ORIX FINANCE CORP., as a Lender
By:	/s/ Christopher L. Smith
Name:	Christopher L. Smith
Title:	Managing Director

BABSON CLO LTD. 2006-I, as a Lender
	By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director
BABSON CLO LTD. 2005-III, as a Lender
	By:	Babson Capital Management LLC, as Collateral Manager
	By:	/s/ Stephen R.B. Rixham
	Name:	Stephen R.B. Rixham
	Title:	Director
BABSON CLO LTD. 2005-II, as a Lender
	By:	Babson Capital Management LLC, as Collateral Manager
	By:	/s/ Stephen R.B. Rixham
	Name:	Stephen R.B. Rixham
	Title:	Director
BABSON CLO LTD. 2005-I, as a Lender
	By:	Babson Capital Management LLC, as Collateral Manager
	By:	/s/ Stephen R.B. Rixham
	Name:	Stephen R.B. Rixham
	Title:	Director

BABSON MID-MARKET CLO, LTD. 2007-II, as a Lender
By:	Babson Capital Management LLC, as Collateral Manager
By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender
By:	Babson Capital Management LLC, as Investment Advisor
By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director

ANTARES FUNDING, L.P.
By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999, as a Lender
	By:	/s/ Cynthia L. Davis
	Name:	CYNTHIA L. DAVIS
	Title:	VICE PRESIDENT

NAVIGATOR CDO 2003, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2006, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

OFSI Fund II, LLC
By:	Orchard First Source Asset Management, LLC
Its:	attorney in fact
	By:	Orchard First Source Capital, Inc.
	Its:	attorney in fact
		By:	/s/ Ken A. Brown
		Name:	KEN A. BROWN
		Title:	DULY AUTHORIZED SIGNATORY

OFSI Fund III,Ltd.
By:	Orchard First Source Capital, Inc.
Its:	attorney in fact
	By: /s/ Ken A. Brown
	Name: Ken A. Brown
	Title: DULY AUTHORIZED SIGNATORY

DE MEER MIDDLE MARKET CLO 2006-I, LTD., as a Lender
By:	/s/ Chris York
Name:	CHRIS YORK
Title:	VICE PRESIDENT

Pangaea CLO 2007-1 LTD
By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

EXHIBIT A to Consent and Sixth Amendment

to Amended and Restated Credit Agreement

Closing Checklist

See attached

Consent and Sixth Amendment to Credit Agreement

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT

CLOSING AGENDA

for

$5,000,000 increase to credit facility

by and among

PANTHER II TRANSPORTATION, INC.,

as Borrower,

ANTARES CAPITAL CORPORATION,

in its individual capacity as a Lender and as Agent for all Lenders,

and

the other financial institutions from time to time

parties to the Credit Agreement

*    *    *

Closing Date: October 7, 2008

Capitalized terms used in this Closing Agenda shall have the

meanings ascribed thereto in the Credit Agreement.

PARTIES

“Agent”	Antares, in its capacity as Agent for the Lenders
“Antares”	Antares Capital Corporation
“Borrower”	Panther II Transportation, Inc., an Ohio corporation
“Elite”	Elite Transportation Logistics, LLC, an Oregon limited liability company
“Lenders”	Antares and each other financial institution party to the Credit Agreement
“Purchasers”	York Street Mezzanine Partners, L.P., a Delaware limited partnership, York Street Mezzanine Partners II, L.P., a Delaware limited partnership, CUNA Mutual Insurance Society, CUMIS Insurance Society, Inc., Members Life Insurance Company and CUNA Mutual Life Insurance Company
“Subordinated Lender”	Purchasers

I. PRINCIPAL DOCUMENTS

1. Consent and Sixth Amendment to Credit Agreement executed by Borrower, Elite and Agent

EXHIBITS
Exhibit A	-	Closing Checklist
Exhibit 4.2(b)	-	Compliance Certificate
SCHEDULES
Schedule 1.1(a)	-	Term Loan Commitments
Schedule 3(a)	-	Sixth Amendment Incremental Term Loan
Schedule 3.2	-	Capitalization
Schedule 3.5	-	Litigation
Schedule 3.7	-	ERISA
Schedule 3.17	-	Intellectual Property
Schedule 3.24	-	Material Contracts
Schedule 5.1	-	Liens
Schedule 5.5	-	Indebtedness
Schedule 5.6	-	Affiliate Transactions
Schedule 5.7	-	EBITDA Targets
Schedule 5.9	-	Contingent Obligations

2. Acknowledgement of Earnout Payment Restriction executed by Borrower, Elite Sellers, Agent and Purchasers

II. COLLATERAL DOCUMENTS

3. Amended and Substituted Term Note executed by Borrower in favor of Antares

4. Fee Letter executed by Borrower and Agent

5. Reaffirmation of and Second Amendment to Subordination Agreement executed by Holdings, Borrower and its Subsidiaries, Subordinated Lenders and Agent

6. Joinder to Guaranty executed by Elite in favor of Agent, for the benefit of the Lenders

7. Pledge Agreement executed by Borrower pledging one hundred percent (100%) of the membership interests of Elite to Agent, for the benefit of the Lenders

a. Acknowledgement by Elite

b. Exhibit A Description of Pledged Securities

c. Irrevocable Proxy executed by Borrower with respect to Elite

d. Certificate number 12, representing 1,000,000 membership interests (100%) of Elite, together with undated Assignment Separate from Certificate executed in blank

8. Joinder to Security Agreement executed by Elite in favor of Agent, for the benefit of the Lenders

Schedule I	-     Locations of Offices and Assets
Schedule II	-     Tradenames or Fictitious Business Names
Schedule III	-     Copyrights
Schedule IV	-     Patents
Schedule V	-     Trademarks
Schedule VI	-     List of Bank Accounts
Schedule VII	-     Commercial Tort Claims

9. Assignment of Acquisition Documents executed by Borrower, in favor of Agent, for the benefit of the Lenders

10. Landlord Waivers regarding the following leased properties:

a. 7038 S. 220^th Street, Kent, Washington

b. 26269 Research Road, Hayward, California

c. 11860 Community Road, Poway, California

d. 113700 Marina Point Drive, Marina Del Rey, California

e. 6600 NE 78^th Court, Portland, Oregon

f. 13841 NE Airport Way, Portland, Oregon

11. First Amendment to California Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing

Exhibit A             Legal Description

12. First Amendment to Ohio Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing

Exhibit A             Legal Description

III. UCC, STATE AND FEDERAL TAX LIEN AND JUDGMENT SEARCHES; UCC TERMINATION STATEMENTS; AND UCC FINANCING STATEMENTS

13. UCC, State and Federal Tax Lien and Judgment Searches listed on Annex A hereto

14. Intellectual Property Search Results

15. Pre-Filing Authorization Letter from Elite

16. UCC Financing Statements listed on Annex B hereto

17. Post Filing Lien Searches

IV. ANCILLARY DOCUMENTS; OPINION LETTERS

18. Payoff Letters from the following:

a. U.S. Bank, N.A.

b. Greater Bay Bank, N.A.

19. UCC termination statements as listed on the attached Annex C hereto

20. Sixth Amendment Effective Date Notice of Borrowing

Schedule I Schedule II Flow of Funds Wire Instructions

21. Flow of Funds

22. Sixth Amendment Effective Date Borrowing Base Certificate

23. Sixth Restatement Effective Date Compliance Certificate demonstrating that, after giving effect to the Elite Acquisition, including the incurrence of Indebtedness in connection therewith, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.2 of the Credit Agreement, recomputed for the most recent month for which financial statements have been delivered

24. Insurance policies/insurance certificates evidencing the addition of Elite as additional insureds to the liability, casualty and other insurance policies of the Borrower and naming Agent as loss payee and additional insured

25. Opinion of Counsel to Elite in connection with the Loan Documents by Ropes & Gray LLP

26. Ohio Local Counsel Opinion in connection with the Loan Documents by Squire Sanders & Dempsey LLP

27. Oregon Local Counsel Opinion in connection with the Loan Documents by Cable Huston Benedict Haagensen and Lloyd LLP

28. Opinion of Counsel to Sellers in connection with the Elite Acquisition, Cable Huston Benedict Haagensen and Lloyd LLP, including reliance language in favor of Agent

29. Opinion of Counsel to Elite in connection with the Subordinated Indebtedness Documents by Ropes & Gray LLP, including reliance language in favor of Agent

30. Second Amended and Restated Operating Agreement of Elite

31. At least ten (10) Business Days prior to the consummation of the Elite Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of the Elite Acquisition) and (ii) pro forma financial statements of Borrower and its Subsidiaries after giving effect to the consummation of Elite Acquisition

V. ORGANIZATIONAL DOCUMENTS, RESOLUTIONS, AUTHORIZATIONS AND GOOD STANDING CERTIFICATES

32. Elite Secretary’s Certificate certifying as to the following:

Exhibit A	Operating Agreement, including any amendments thereto
Exhibit B	Incumbency Signatures
Exhibit C	Resolutions re: LLC
Exhibit C	Resolutions re: Loan Documents and Related Transactions

33. Elite Secretary’s Certificate certifying as to the following:

Exhibit A	Articles of Organization
Exhibit B	Certificate of Good Standing/Qualification to do Business in Oregon, Washington, California, Utah and Arizona

34. Secretary’s Certificates from each of the following entities certifying no changes to previously delivered charters and bylaws and attaching incumbency signatures and resolutions re: loan documents and related transactions:

a. Borrower

b. Panther Expedited Services, Inc., a Delaware corporation

c. Panther II, Inc., an Ohio corporation

d. Integres Global Logistics, Inc., a Delaware corporation

e. Key Transportation Services, Inc., a Texas corporation

35. Certificate of Good Standing/Qualification to do Business of:

a. Borrower

b. Panther Expedited Services, Inc., a Delaware corporation

c. Panther 11, Inc., an Ohio corporation

d. Integres Global Logistics, Inc., a Delaware corporation

e. Key Transportation Services, Inc., a Texas corporation

VI. CERTIFICATION OF DOCUMENTS BY A RESPONSIBLE OFFICER OF BORROWER

36. Elite Purchase Documents:

a. Elite Membership Unit Purchase Agreement, with all exhibits and schedules thereto

b. Employment Agreements

c. Non-Compete Agreements

d. Consent and Sixth Amendment to Note Purchase Agreement executed by Borrower and Subordinated Lenders

e. Amendment No. 1 to Lease

f. Side Letter

VII. POST-CLOSING OBLIGATIONS

37. Post-Closing Letter

38. Post-Closing Extension Letter

ANNEX A to Closing Agenda

UCC SEARCHES

Entity Name Searched	Jurisdiction Searched
Elite Transportation Logistics, LLC	SOS Arizona
	Maricopa County, AZ
	SOS California
	Alameda County, CA
	Los Angeles County, CA
	San Diego County, CA
	SOS Oregon
	Multnomah County, OR
	Salt Lake County, UT
	SOS Washington
	King County, WA
Elite Logistics Worldwide	SOS Arizona
	Maricopa County, AZ
	SOS California
	Alameda County, CA
	Los Angeles County, CA
	San Diego County, CA
	SOS Oregon
	Multnomah County, OR
	Salt Lake County, UT
	SOS Washington
	King County, WA

ANNEX B to Closing Agenda

UCC FINANCING STATEMENTS

DEBTOR	JURISDICTION	UCC TYPE	FILING DATE	FILING NUMBER
Elite Transportation Services, LLC	Oregon SOS	Blanket lien	10/7/08	8100888

ANNEX C to Closing Agenda

UCC TERMINATION STATEMENTS

DEBTOR	SECURED PARTY	JURISDICTION	FILING DATE	FILING NUMBER	TERMINATION DATE	TERMINATION FILING NUMBER
Elite Transportation Services, LLC	US Bank National Association	Oregon SOS	9/30/05	7054492	10/7/08	7054492-1
Elite Transportation Services, LLC	Greater Bay Bank	Oregon SOS	11/13/07	7797492	10/9/08	7797462-1

EXHIBIT 4.2(b)

COMPLIANCE CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date:                     , 200    

This Compliance Certificate (this “ Certificate” ) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower” ), pursuant to subsection 4.2(b) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“ Agent” ), and the financial institutions party thereto as lenders (collectively, the “ Lenders” ), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “ Credit Agreement” ). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders, on behalf of Borrower, that:

(a) the financial statements delivered with this Certificate in accordance with subsection 4.1(a) and/or 4.1(b) of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP the financial position and the results of operations of Borrower and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure);

(b) to the best of such officer’s knowledge, each of Holdings, the Borrower and its Subsidiaries, during the period covered by such financial statements, has observed and performed all of their respective covenants and other agreements, and satisfied every condition in, the Credit Agreement and the other Loan Documents to be observed, performed or satisfied by them, and such officer had not obtained knowledge of any Default or Event of Default [except as specified on the written attachment hereto];

(c) Exhibit A hereto is a correct calculation of each of the financial covenants contained in Article VI of the Credit Agreement as of the end of the most recent fiscal quarter;

(d) based on the Leverage Ratio, the Applicable Margin for (i) Base Rate Loans is              and (ii) LIBOR Rate Loans is              [for use with delivery of monthly financial statements with respect to the last month of a fiscal quarter]; and

(e) since the Original Closing Date and except as disclosed in prior Compliance Certificates delivered to Agent, none of Holdings, Borrower or any of its Subsidiaries has:

1

(i) changed its legal name, identity, jurisdiction of incorporation, organization or formation or organizational structure or formed or acquired any Subsidiary except as follows:                                                              ;

(ii) acquired the assets of, or merged or consolidated with or into, any Person, except as follows:                                                              ; or

(iii) changed its address or otherwise relocated, acquired fee simple title to any real property or entered into any real property leases, except as follows:                                                              .

2

IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one of its Responsible Officers this              day of                      , 200    .

PANTHER II TRANSPORTATION, INC., an

Ohio corporation, as the Borrower

By:

Name:

Title:

3

EXHIBIT A TO EXHLBIT 4.2(b)

COMPLIANCE CERTIFICATE

Covenant 6.1 Capital Expenditure Limit

Capital Expenditures are defined as follows:
The aggregate of all expenditures and obligations, for the relevant test period set forth in Section 6.1 of the Credit Agreement, which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures
Permitted Capital Expenditures
In Compliance		Yes/No

For purposes of calculating Cash Flow, Capital Expenditures are defined as follows:
The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the month covered by such financial statements which should be capitalized under GAAP		$
Less:	Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
	To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures
Less:	Portion of Capital Expenditures financed under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment)
Unfinanced Capital Expenditures [used in calculation of Cash Flow]

Covenant 6.2 Senior Leverage Ratio

Senior Leverage Ratio is defined as follows:
Adjusted Indebtedness (per Exhibit B):		$
Less:	The principal amount of the Subordinated Indebtedness evidenced by the Subordinated Notes
	Elite Earn-Out Obligation
	Elite Deferred Payment
Senior Indebtedness:		$
Adjusted EBITDA (per Exhibit B)		$
Senior Leverage Ratio (Senior Indebtedness (from above) divided by Adjusted EBITDA)
Maximum Senior Leverage Ratio
In Compliance		Yes/No

Covenant 6.3 Fixed Charge Coverage

Fixed Charge Coverage is defined as follows:
Adjusted Cash Flow (per Exhibit B)		$
Fixed Charges:
Net Interest Expense (per Covenant 6.4)		$
Plus:	Scheduled principal payments of Indebtedness during such period1
	Taxes paid in cash during such period
	Restricted Payments paid in cash during such period (excluding (a) dividends from Subsidiaries of the Borrower to the Borrower or other Subsidiaries of the Borrower, (b) the Restatement Effective Date Transactions and (c) Restricted Payments made pursuant to and in compliance with Section 5.11(b) of the Credit Agreement)
	Management fees and expenses and board of director fees paid in cash during such period
Less:	To the extent included above, any Elite Deferred Payment or Elite Earn-Out Obligation paid in cash during such period
Fixed Charges		$
Fixed Charge Coverage (Adjusted Cash Flow divided by Fixed Charges)
Required Fixed Charge Coverage
In Compliance		Yes/No

¹ For purposes of calculating Fixed Charge Coverage, any prepayment of the Term Loan pursuant to Section 1.8(e) of the Credit Agreement shall be deemed to have been applied pro rata to all remaining scheduled installments thereof, regardless of how such prepayment was actually applied.

Covenant 6.4 Interest Coverage Ratio

Interest Coverage Ratio is defined as follows:
Adjusted EBITDA (per Exhibit B)	$
Net Interest Expense:
Gross interest expense for such period required to be paid in cash (including all commissions, discounts, fees and other charges in connection with standby letters of credit and similar instruments) for the Borrower and its Subsidiaries on a consolidated basis	$
Less:    Interest income for such period	$
Net Interest Expense [used in calculation of Fixed Charge Coverage and Excess Cash Flow]	$
Interest Coverage Ratio (Adjusted EBITDA divided by Net Interest Expense)
Required Interest Coverage Ratio
In Compliance	Yes/No

Exhibit B

Calculation of EBITDA, Adjusted Cash Flow and Leverage Ratio

EBITDA is defined as follows:
Net income (or loss) for the applicable period of measurement of Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person which is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries in cash by such Person during such period and the payment of dividends or similar distributions by that Person is not at the time prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person; (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (c) gains or losses from the sale, exchange, transfer or other disposition of Property or assets not in the Ordinary Course of Business of the Borrower and its Subsidiaries, and related tax effects in accordance with GAAP; and (d) any other extraordinary or non- recurring gains or losses of the Borrower or its Subsidiaries, and related tax effects in accordance with GAAP	$
Plus, without duplication:
All amounts deducted in calculating net income (or loss) for depreciation or amortization for such period
Interest expense (less interest income) deducted in calculating net income (or loss) for such period
All accrued taxes on or measured by income to the extent deducted in calculating net income (or loss) for such period
All management fees and expenses and board of director fees, in each instance, to the extent deducted in calculating net income (or loss) for such period
Severance payments and non-recurring seller-related expenses, not to exceed $550,000 in the aggregate, incurred in the calendar quarter ended June 30, 2005, in each instance, to

the extent deducted in calculating net income (or loss) for such period
All non-cash amounts deducted in the determination of net income (or loss) for such period resulting solely from the application of FAS 141, FAS 142 or FAS 144 in accordance with GAAP
All transaction-related expenses and fees incurred in connection with (a) the transactions consummated on the Original Closing Date pursuant to the Credit Agreement and Related Agreements as in effect on the Original Closing Date, (b) the transactions contemplated by the Credit Agreement and the Related Transactions, not to exceed $12,000,000 in the aggregate, (c) Permitted Acquisitions (other than the Elite Acquisition), not to exceed $500,000 in the aggregate and (d) the Elite Acquisition, not to exceed $850,000 in the aggregate, in each case to the extent not included in any of the other add- backs in computing EBITDA provided herein, and to the extent deducted in calculating net income or loss for such period	$
Amendment and waiver fees paid to Purchasers, Agent and Lenders and annual agent’s fee paid to Agent, in each instance, to the extent deducted in calculating net income (or loss) for such period	$
Other expenses paid at the direction of the Agent in connection with the exercise of its rights under the Loan Documents or to the Purchasers under the Note Purchase Agreement in connection with the exercise of their respective rights, to the extent deducted in calculating net income (or loss) for such period	$
Non-cash compensation expense attributable to employee stock options, to the extent deducted in calculating net income (or loss) for such period	$
Other non-cash expenses (or less non-cash income), to the extent deducted (or, with respect to non-cash income, included) in calculating net income (or loss) for such period and for which no cash outlay (or cash receipt) is foreseeable	$
Performance bonuses paid to officers and employees in accordance with Section 5.7 of the Credit Agreement, not to exceed $3,500,000 in the aggregate, to the extent deducted in	$

calculating net income (or loss) for such period Costs and expenses, not to exceed $1,852,000 in the aggregate, incurred in the calendar quarters ended September 30, 2006 and December 31, 2006 in connection with the proposed initial public offering of shares of capital stock of Holdings, in each instance, to the extent deducted in calculating net income (or loss) for such period	$
Severance payments and other non-recurring expenses related to the termination of John Sliter, not to exceed $578,000 in the aggregate, incurred in the calendar quarter ending December 31, 2007 to the extent deducted in calculating net income (or loss) for such period	$

EBITDA $

Calculation of Cash Flow and Adjusted Cash Flow
EBITDA for the applicable period of measurement		$
Less: Unfinanced Capital Expenditures (per Covenant 6.1)
Cash Flow [used in calculation of Excess Cash Flow and Fixed Charge Coverage]		$
Plus: Pro Forma Acquisition EBITDA
Adjusted Cash Flow [used in calculation of Fixed Charge Coverage]
**********
Calculation of Leverage Ratio
Leverage Ratio is defined as follows:
Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to September 30, 2009, the average of the Revolving Loan balance as of the last day of each calendar month since the Sixth Amendment Effective Date)		$
Plus:	Letter of Credit Participation Liability as of date of measurement
	Outstanding principal balance of the Swing Line Loans as of date of measurement
	Outstanding principal balance of the Term Loan as of date of measurement
	Principal portion of Capital Lease Obligations and Indebtedness secured by purchase money Liens as of date of measurement
	Principal portion of Subordinated Indebtedness evidenced by the Subordinated Notes as of date of measurement
	Without duplication, all other Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under Rate Contracts to the extent constituting an Obligation but including, without limitation, the Elite Deferred Payment and

	any Elite Earn-Out Obligation to the extent such Elite Earn- Out Obligation constitutes Indebtedness) as of date of measurement
Indebtedness:		$
Less:	Unrestricted cash and cash equivalents of Borrower and its Subsidiaries in which Agent has a perfected first priority Lien, not to exceed $2,500,000 in the aggregate	$
Adjusted Indebtedness [used in calculation of Senior Leverage Ratio]		$
EBITDA for the twelve month period ending on the date of measurement (per Exhibit B)		$
Plus:	Pro Forma Acquisition EBITDA (as defined below) for each Permitted Acquisition (attach Schedule showing calculation of Pro Forma Acquisition EBITDA for each Permitted Acquisition)	$
Adjusted EBITDA [used in calculation of Senior Leverage Ratio and Interest Coverage Ratio]		$
Leverage Ratio (Adjusted Indebtedness (from above) divided by Adjusted EBITDA) [used in determination of Applicable Margin]

“Pro Forma Acquisition EBITDA” means, with respect to any Acquired Entity, the Acquired Entity’s earnings before interest, taxes, depreciation and amortization for the most recent trailing twelve (12) month period ending as of the last day of the month preceding the closing of the Permitted Acquisition for which financial statements have been delivered to Agent, subject to (a) such proforma add-backs of the type specified on Exhibit B that have been deducted in calculating net income (or loss) for such period and (b) such other proforma adjustments, in each case as are acceptable to the Agent. Pro Forma Acquisition EBITDA for any Acquired Entity shall be calculated on a month by month basis such that a separate amount shall be allocated to each month included in the applicable trailing twelve (12) month period. After the consummation of any Permitted Acquisition, Pro Forma Acquisition EBITDA with respect to any Acquired Entity acquired as a result thereof shall equal Pro Forma Acquisition EBITDA (a) for and allocated to the calendar month preceding the calendar month in which the closing of such Permitted Acquisition occurs and (b) included within the twelve (12) month period ending the applicable date of determination. The foregoing notwithstanding, “ Pro Forma Acquisition EBITDA” attributable to (i) Con-way shall be deemed to be $285,000 for each fiscal month commencing with the fiscal month of August 2005 through and including the fiscal month of July 2006, (ii) Integres shall be deemed to be $42,866.50 for each fiscal month commencing with the fiscal month of April 2006 through and including the fiscal month of February 2007 and (iii) Elite shall be deemed to be $108,333 for each fiscal month commencing with the fiscal month of

October, 2007 through and including the fiscal month of August, 2008.

Schedule 1.1(a)

Term Loan Commitments

Term Loan Commitment
Antares Capital Corporation	$	20,303,545.60
ANTARES FUNDING L.P	$	3,266,078.25
BABSON CLO LTD 2005-I	$	2,337,346.93
BABSON CLO LTD. 2005-II	$	990,029.98
BABSON CLO LTD. 2005-III	$	1,002,820.39
BABSON CLO LTD. 2006-I	$	1,485,044.95
BABSON MID-MARKET CLO LTD. 2007-II	$	697,373.16
DE MEER MIDDLE MARKET CLO 2006-1 ,LTD.	$	9,636,088.98
LASALLE BANK NATIONAL ASSOCIATION	$	511,917.24
M&I MARSHALL & ILSLEY BANK	$	12,118,419.46
MASSACHUSETTS MUTUAL LIFE INSURANCE	$	170,430.25
NAVIGATOR CDO 2003, LTD	$	1,839,750.10
NAVIGATOR CDO 2005, LTD	$	1,672,500.07
NAVIGATOR CDO 2006, LTD	$	799,325.55
OFS FUNDING, LLC	$	2,877,443.42
OFSl FUND III, LTD.	$	7,076,972.76
ORlX FINANCE CORP	$	4,175,687.97
PANGAEA CLO 2007-1 LTD	$	1,574,383.90
WB LOAN FUNDING 3, LLC	$	1,712,952.27
Total	$	74,248,111.23

Consent and Sixth Amendment to Credit Agreement

Schedule 3(a) to Consent and Sixth Amendment

to Amended and Restated Credit Agreement

Lender	Sixth Amendment Incremental Term Loan
Antares Capital Corporation	$	5,000,000

Consent and Sixth Amendment to Credit Agreement

Schedule 3.2

Capitalization

Panther Expedited Services, Inc. (f/k/a PTHR Holdings, Inc.)

	Common Stock	Preferred Stock
Fenway Panther Holdings, LLC	2,355,000	16,335.84
Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98	291,300	2100.77
Richard J. Buffington	11,550	80.12
Andy Clarke	22,196.20	—
Fast Cat Enterprises	11,550	—
Michael F. Stopka	7,800	182
Stephen D. Wharton	7,800	182
Antares Capital Corporation	15,000	104.05
York Street Mezzanine Partners L.P.	186,166.23	1,279.45
York Street Mezzanine Partners II, L.P.	46,541.56	3 19.86
CUNA Mutual Insurance Society	27,924.94	—
CUMIS Insurance Society Inc.	13,962.47	639.73
Members Life Insurance Company	9,308.31	—
CUNA Mutual Life Insurance Company	41,887.40	—
Total	3,047,987.11	21,223.82

Authorized Shares

Panther Expedited Services, Inc. (f/k/a PTHR Holdings, Inc.)	4,000,000 shares Common Stock 100,000 shares Preferred Stock
Panther II Transportation, Inc.	1,010 shares Class A Common Stock 9,090 shares Class B Common Stock
Panther II, Inc.	500 shares Common Stock

Outstanding Options

Holder	Share Class	Number of Shares	Exercise Price
Richard J. Buffington	Common	23,823.53	$	10.00

Richard J. Buffington	Common	2,000	$	30.41
Andrew C. Clarke	Common	60,000	$	30.41
Ed Wadel	Common	24,780.52	$	23.02
Ed Wadel	Common	2,000	$	30.41
Roy Showman	Common	24,780.52	$	23.02
Roy Showman	Common	2,500	$	30.41
Steven D. Wharton	Common	15,882.35	$	10.00
Christopher D. Koehring	Common	3,970.59	$	10.00
Christopher D. Koehring	Common	4,956.10	$	23.02
Phil Ratcliff	Common	3,970.59	$	10.00
Phil Ratcliff	Common	4,916.68	$	23.02
Jeffrey M. Sokolowski	Common	3,970.59	$	10.00
Jeffrey M. Sokolowski	Common	4,956.10	$	23.02
Michael F. Stopka	Common	15,882.35	$	10.00
Jeffrey S. St. Pierre	Common	15,882.35	$	10.00
Daniel Sokolowski	Common	95,294.12	$	10.00
Jon P. Garity	Common	7,941.18	$	10.00
Jim Adams	Common	18,650	$	30.41
Michael St. Julian	Common	7,000	$	30.41
Mike Clark	Common	14,000	$	30.41
Panther Treasury Shares	Common	4,863.97	$	10.00
Panther Treasury Shares	Common	1,636.80	$	23.02
Management (new unallocated)	Common	21,625	$	30.41
Management (old unallocated)	Common	22,930.15	$	10.00
Management (old unallocated)	Common	20,187.17	$	23.02
Management (old unallocated)	Common	10,097.71	$	30.41
Timothy Mayhew	Common	33,757.82	$	10.00
Timothy Mayhew	Common	27,000	$	23.02
John Anderson	Common	29,989.40	$	23.02
Ray Greer	Common	2,775	$	30.41
Mike Haley	Common	2,775	$	30.41
Ed Straw	Common	2,775	$	30.41

• PTHR Holdings, Inc. Stock Subscription Agreement by and among PTHR Holdings, Inc., Fenway Panther Holdings, LLC, and Antares Capital Corporation dated as June 10, 2005.

• Amended and Restated Stockholders Agreement among PTHR Holdings, Inc. and the Stockholders named therein dated as of the date hereof.

• PTHR Holdings, Inc. 2005 Stock Option Plan.

Schedule 3.5

Litigation

• Scanware, Inc. v. Panther II Transportation, Inc.: Scanware, Inc. claims damages in the amount of approximately $30,000 against Panther II Transportation, Inc. for its sale of software products to Panther II Transportation, Inc. Panther II Transportation, Inc. has estimated that Scanware’s case has a settlement value of approximately $7,500.00- $15,000.00.

• With regard to the outstanding claims arising out of automobile liability, Panther II Transportation, Inc. has the following limited loss reserve estimates: (1) $1,858,000 as of September 30, 2004, (2) $855,000 as of September 30, 2005, (3) $1,058,000 as of September 30, 2006, (4) $1,900,000 as of September 30, 2007 (5) $1,603,000 as of June 30, 2008. See attached Table 3.5 for a complete listing of outstanding automobile liability claims.

Policy Year Coverage	Claim Number	Date of Loss Claimant Name	Paid Total	Reserves Total	Net Incurred Total
2003 AUTOMOBILE	4700084054	20040815 Sexton, Robert K	82,966	215	83,180
2004 AUTOMOBILE	4660130681	20050623 Mohamed, Amal	—	5,000	5,000
2004 AUTOMOBILE	4660130681	20050623 Anaquah, Cynthia	2,333	—	2,333
2005 AUTOMOBILE	4210038153	20060519 Stemple, James A	35,584	23,653	59,237
2005 AUTOMOBILE	4660124550	20060510 Moses, Joyce T	45,419	41,001	86,420
2005 AUTOMOBILE	4660124550	20060510 Pai, Sanjay K	18,479	—	18,597
2005 AUTOMOBILE	4660124550	20060510 Turner Electric Services	9,935	—	9,935
2005 AUTOMOBILE	4660124550	20060510 Boisselle, William L	7,994	—	7,994
2005 AUTOMOBILE	4660124550	20060510 Bronikowski, Tiffany I	6,360	—	6,090
2005 AUTOMOBILE	4660124550	20060510 Durfey, Patrick J	4,500	—	4,500
2005 AUTOMOBILE	4660125637	20060715 Cooly, Tamara	4,076	5,050	9,126
2005 AUTOMOBILE	4660129229	20060630 Verizon,	4,576	44	4,620
2005 AUTOMOBILE	4700095412	20060318 Way, Monica	2,737	18,471	21,208
2005 AUTOMOBILE	4700095412	20060318 Mansilla, Thelma	2,500	—	2,500
2005 AUTOMOBILE	4700095412	20060318 Pozuelos, Claudia	2,000	—	2,000
2005 AUTOMOBILE	4700097334	20060707 Love, James	2,187	40,251	42,438
2005 AUTOMOBILE	4700097334	20060707 Pro Co Sound,	660	—	660
2006 AUTOMOBILE	4240032137	20070828 Alcegaire, Frantz	70	5,030	5,100
2006 AUTOMOBILE	4240032137	20070828 Woodgrain Distributors	4,468	—	4,468
2006 AUTOMOBILE	4240032137	20070828 City of Elizabethtown, KY	1,345	—	1,345
2006 AUTOMOBILE	4240032137	20070828 Coldsnow, Linda	—	2	2
2006 AUTOMOBILE	4240032137	20070828 Coldsnow, Robert	—	—	—
2006 AUTOMOBILE	4640128286	20070430 Montgomery, Bernard	7,965	4,970	12,935
2006 AUTOMOBILE	4660127772	20061127 Melendaz, Wilson	10,564	12,489	23,053
2006 AUTOMOBILE	4660129396	20070316 Kritsak Trucking,	20,230	—	20,230
2006 AUTOMOBILE	4660129396	20070316 Dytyatkin, Oleksandr	15,135	2,576	17,711
2006 AUTOMOBILE	4660130950	20070514 Grosek, Helen	57,185	692,815	1,105,309
2006 AUTOMOBILE	4660130950	20070514 Hayduk, Rita	—	—	24,925
2006 AUTOMOBILE	4660130950	20070514 Grosek, Anthony	—	—	12,700
2006 AUTOMOBILE	4700100833	20061128 Swanson, Veronica	—	3,000	3,000
2006 AUTOMOBILE	4700100833	20061128 Indiana Toll Road,	1,630	—	1,630
2006 AUTOMOBILE	4700102606	20070519 Kinzeler, Kathryn	17,068	101,201	118,800
2006 AUTOMOBILE	4700102606	20070519 Kinzeler, Charles R	—	18,276	18,276
2006 AUTOMOBILE	4700102606	20070519 Elizabethtown Fire Department	1,028	—	1,028
2006 AUTOMOBILE	4700102606	20070519 Freeland, Steven	—	2	2
2006 AUTOMOBILE	4710108176	20060910 Dixon, Seth	9,556	39,869	49,425
2006 AUTOMOBILE	4710108176	20060910 Dixon, Kimberly	508	48,001	48,509
2006 AUTOMOBILE	4710108176	20060910 AUSTIN, DONALD	—	—	—
2006 AUTOMOBILE	4710112661	20070608 Liu, Ren Guan R	4,180	15,076	19,256
2006 AUTOMOBILE	4710112661	20070608 Hou, Fon R	678	9,876	10,554

2006 AUTOMOBILE	4710112661	20070608 James, Deprey	4,107	—	4,107
2006 AUTOMOBILE	4710112661	20070608 Kilgore, Michelle	1,768	—	1,768
2006 AUTOMOBILE	4720041557	20070612 Harris, Michelle	26,966	2	26,968
2006 AUTOMOBILE	4720041557	20070612 Moberly, Susan	25,000	4	25,004
2006 AUTOMOBILE	4720041557	20070612 Molbery, Ian	5,100	—	5,100
2006 AUTOMOBILE	4720041557	20070612 Keirstein, Kenny	2,040	—	2,040
2006 AUTOMOBILE	4720041557	20070612 Molbery, Jack	1,590	—	1,590
2006 AUTOMOBILE	4720041557	20070612 Harris, Julia	—	2	2
2006 AUTOMOBILE	4720045395	20070814 Sawyer, Kenneth	—	2	2
2006 AUTOMOBILE	4800019531	20070324 Byrd, Lucy M	10,038	9,814	19,892
2006 AUTOMOBILE	4800019531	20070324 Alvarado Aguilar, Refugio	1,653	—	1,653
2006 AUTOMOBILE	4840014963	20070313 Mazzaro, Giannino	—	2,501	2,501
2006 AUTOMOBILE	4840014963	20070313 Govers, Stefan	—	1	1
2006 AUTOMOBILE	4840014963	20070313 Vandervorst, Annie	—	1	1
2006 AUTOMOBILE	4840014963	20070313 Vanhooydonck, Rozette	—	1	1
2006 AUTOMOBILE	4840014963	20070313 Zoet, Anita	—	1	1
2007 AUTOMOBILE	4530068603	20071202 Runtas, Ronald	—	2	2
2007 AUTOMOBILE	4720044083	20071023 Lowdermilk, Brian	17,897	1,001	13,928
2007 AUTOMOBILE	4720044120	20071026 Hartley, Oliver W	4,008	5,001	9,064
2007 AUTOMOBILE	4720044120	20071026 Pickney, James	460	—	460
2007 AUTOMOBILE	4720044120	20071026 Unknown,	—	—	—
2007 AUTOMOBILE	4720044485	20071112 Shemak, Katherine A	542	1,501	2,043
2007 AUTOMOBILE	4720044598	20071119 Yerdon, Elaine J	12,964	8,500	21,464
2007 AUTOMOBILE	4720044598	20071119 NC Dept. of Transpor,tation	2,530	—	2,530
2007 AUTOMOBILE	4720044886	20071205 Cress, Kimsey	17,458	—	17,458
2007 AUTOMOBILE	4720044886	20071205 Gates, Ruby L	6,322	9,501	15,823
2007 AUTOMOBILE	4720044886	20071205 City of Ft. Wayne,	—	—	—
2007 AUTOMOBILE	4720044925	20071101 Strong, Paul A	5,527	4,064	9,591
2007 AUTOMOBILE	4720045665	20080122 Burfield, Lance	3,207	501	3,911
2007 AUTOMOBILE	4720045846	20080129 Ultra Seal,	—	1,100	1,100
2007 AUTOMOBILE	4720046017	20080206 Bold Corporation,	—	600	600
2007 AUTOMOBILE	4720046215	20080201 Woods, James	91	2,501	2,592
2007 AUTOMOBILE	4720046215	20080201 Woods, Martha	803	—	803
2007 AUTOMOBILE	4720046291	20080222 MODOT,	7	2,001	2,008
2007 AUTOMOBILE	4720046361	20080227 Clark, Kaitlyn	17	101	118
2007 AUTOMOBILE	4720046396	20080204 Alexander, Douglas	3,203	6,802	10,005
2007 AUTOMOBILE	4720046410	20080228 Baez, Yesenia	184	4,906	5,090
2007 AUTOMOBILE	4720046410	20080228 Inahuazo-Castillo, Dolores E	—	850	850
2007 AUTOMOBILE	4720046469	20080301 City of Tilbury,	52	3,001	3,053
2007 AUTOMOBILE	4720046619	20071116 Kim, Young B	33	1,467	1,500
2007 AUTOMOBILE	4720046855	20080324 Hammerlane Transport,	7,100	1,300	8,400

2007 AUTOMOBILE	4720046857	20080324 Eliason, Robert	—	850	850
2007 AUTOMOBILE	4720046876	20080325 USF Holland,	60	2,250	2,310
2007 AUTOMOBILE	4720046926	20080327 Satterfield, Hakim	—	850	850
2007 AUTOMOBILE	4720047073	20080403 Bray, Scott	3	3,001	3,004
2007 AUTOMOBILE	4720047160	20080408 Unknown,	—	2	2
2007 AUTOMOBILE	4720047165	20080409 Salinas, Lorena	4,594	1,501	6,095
2007 AUTOMOBILE	4720047207	20080410 Hardin, Costella	5,426	1,001	6,093
2007 AUTOMOBILE	4720047207	20080410 Stingly, Conseula J	—	1,001	1,001
2007 AUTOMOBILE	4720047320	20080417 Spears, David L	3,934	1,480	5,414
2007 AUTOMOBILE	4720047389	20080418 Hagen, James	415	1,085	1,500
2007 AUTOMOBILE	4720047518	20080428 Jordan, Brandon	2,326	1,001	3,327
2007 AUTOMOBILE	4720047661	20080507 Blue Grass Army Depo,t	—	600	600
2007 AUTOMOBILE	4720047774	20080502 MINN Dept. of Transportation	1,812	4	1,816
2007 AUTOMOBILE	4720047774	20080502 Bryan, Kerry	99	601	700
2007 AUTOMOBILE	4720047889	20080519 Total Transportation,	—	600	600
2007 AUTOMOBILE	4720047993	20080523 Unknown,	—	550	550
2007 AUTOMOBILE	4720048041	20080528 Unknown,	—	101	101
2007 AUTOMOBILE	4720048103	20080530 Folk, Janet	—	852	852
2007 AUTOMOBILE	4720048134	20080602 Unknown,	—	2	2
2007 AUTOMOBILE	4720048137	20080602 Stevens Transport,	—	600	600
2007 AUTOMOBILE	4720048230	20080606 Reeder, Sharon	30	820	850
2007 AUTOMOBILE	4720048231	20080606 J.B. Hunt,	—	101	101
2007 AUTOMOBILE	4720048281	20080609 Wesner, Timothy	1,232	73	1,305
2007 AUTOMOBILE	4720048334	20080612 Whitfield, Jerry W	—	9,182	9,182
2007 AUTOMOBILE	4720048334	20080612 Whitfield, Victoria L	22	4,079	4,101
2007 AUTOMOBILE	4720048334	20080612 Whitfiled, Laura	—	1,501	1,501
2007 AUTOMOBILE	4720048334	20080612 Whitfiled, Tara E	—	501	501
2007 AUTOMOBILE	4720048348	20080612 Unknown,	—	1,600	1,600
2007 AUTOMOBILE	4720048368	20080616 Unknown,	—	200	200
2007 AUTOMOBILE	4720048396	20080616 Groves, Tim	—	600	600
2007 AUTOMOBILE	4720048437	20080617 Banks, David	—	600	600
2007 AUTOMOBILE	4720048446	20080618 Lent, Eric B	—	850	850
2007 AUTOMOBILE	4720048485	20080619 Booker, Jason	—	600	600
2007 AUTOMOBILE	4720048511	20080622 Chomp, Thomas	—	850	850
2007 AUTOMOBILE	4720048553	20080624 CEVA,	—	850	850
2007 AUTOMOBILE	4720048558	20080624 Dunn, Roger	—	1,600	1,600
2007 AUTOMOBILE	4720048644	20080628 Pilot Travel Centers,, LLC	—	600	600
2007 AUTOMOBILE	4720048646	20080629 McDaniel, Joel	—	2,600	2,600
2007 AUTOMOBILE	4720048692	20080701 Steffen, Irene	—	850	850
2007 AUTOMOBILE	4720048719	20080626 Crudele, Michael	—	2,200	2,200
2007 AUTOMOBILE	4720048741	20080703 Agular, Juan	—	2	2

2007 AUTOMOBILE	4720048741	20080703 Calhoon, Sharon	—	2	2
2007 AUTOMOBILE	4720048742	20080703 Unknown,	—	—	—

Schedule 3.7

ERISA

Retirement Plans

Panther II Transportation, Inc. 401(k) Profit Sharing Plan (January 1, 2004 Restatement).

Medical Savings Plans

Elite Transportation Services, LLC Medical Savings Plan.

Schedule 3.17

Intellectual Property

• Service Marks

Mark	Registration No./Issue Date	Goods/Services/Class
Panther II Transportation	2,338,784 4/4/2000	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39
Panther II Transportation Inc. (Words and Design)	2,415,329 12/26/2000	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39
Elite Services	Pending; Application No. 78762130	Transportation of freight by truck, namely, its pick up, transport and delivery, Class 39

• Domain names: http://www.pantherii.com; and http://www.sendelite.com.

• Rights, title and interest in a software package known as “ Intrans” including the source code, object code and all copyrights associated therewith, assigned from Integrity Software Solutions, Inc. on July 15, 1998 (the “Intrans Agreement” ).

• Information Management Proposal, dated July 21, 2000, prepared for Panther II Transportation, Inc. by Hudson James Incorporated, regarding OnBase Document Management System, developed by Hyland Software, Inc. OnBase Document Management System allows for the automation of document processing and retrieval based on custom document types and workflows that can be customized within the software. Panther II Transportation, Inc. is currently running the latest version of OnBase with no modifications to the original source code provided by Hyland Software Inc.

• QUALCOMM, Inc. licensed OmniTRACS Software to Panther II Transportation, Inc. pursuant to OmniTracs Contract between Panther II Transportation, Inc. and QUALCOMM, Inc., effective September 28, 2002.

Schedule 3.24

Material Contracts

• Assignment by and between Fusion Software, Inc. and Panther II Transportation, Inc. dated as of June 10, 2005.

• QUALCOMM, Inc. licensed OmniTRACS Software to Panther II Transportation, Inc. pursuant to OmniTracs Contract between Panther II Transportation, Inc. and QUALCOMM, Inc., effective September 28, 2002.

• Agreement between MCI and Panther II Transportation, Inc. dated February 23, 2004.

• Management Advisory Agreement by and among Panther II Transportation, Inc., PTHR Holdings, Inc. and Fenway Partners, Inc. dated June 10, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Richard J. Buffington dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Steven D. Wharton dated July 27, 2008.

• Employment Agreement between Panther I1 Transportation, Inc. and Jon P. Garity dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Christopher D. Koehring dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Paul D. Ratcliff dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Jeffrey M. Sokolowski dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Michael F. Stopka dated July 27, 2008.

• Employment Agreement between Panther II Transportation, Inc. and Jeffrey S. St. Pierre dated November 1, 2005.

• Employment Agreement between Panther II Transportation, Inc. and Roy Showman dated March 6, 2006.

• Employment Agreement between Panther II Transportation, Inc. and Ed Wadel dated January 27, 2006.

• Employment Agreement between Panther II Transportation, Inc. and Mike Clark dated July 14, 2008.

Schedule 5.1

Liens

None.

Schedule 5.5

Indebtedness

• Letter of credit between Panther II Transportation, Inc. and LaSalle Bank in the face amount of $1,900,000.00.

Schedule 5.6

Affiliate Transactions

None.

Schedule 5.7

EBITDA Targets

2008 EBITA Bonus Target

FROM		TO		Bonus Pool
$	25,200	$	25,500	$	41,725
$	25,500	$	26,000	$	125,175
$	26,000	$	26,500	$	250,350
$	26,500	$	27,000	$	375,525
$	27,000	$	27,500	$	500,700
$	27,500	$	28,000	$	667,600
$	28,000	$	28,500	$	834,500
$	28,500	$	29,000	$	1,001,400
$	29,000	$	29,500	$	1,168,300
$	29,500	$	30,000	$	1,335,200
$	30,000	$	30,500	$	1,502,100
$	30,500	$	31,000	$	1,710,725
$	31,000	$	31,500	$	1,919,350
$	31,500	$	32,000	$	2,127,975
$	32,000	$	32,500	$	2,336,600
$	32,500	$	33,000	$	2,545,225
$	33,000	$	33,500	$	2,753,850
$	33,500	$	34,000	$	2,962,475
$	34,000	$	34,500	$	3,171,100
$	34,500	$	35,000	$	3,379,725

Schedule 5.9

Contingent Obligations

Letter of credit between Panther II Transportation, Inc. and LaSalle Bank in the face amount of $1,900,000.00.

EX-10.8

Exhibit 10.8

EXECUTION COPY

FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT

TO CREDIT AGREEMENT

THIS FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of April 6, 2009, is entered by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”). ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”). KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”). INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Borrower, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, as administrative, agent (the “Agent”) for the several financial institutions from time to time party to the Credit Agreement described below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and the other Lenders signatory hereto.

R E C I T A L S

A. Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007, (d) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 23, 2007, (e) that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of November 29, 2007 and (f) that certain Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of October 7, 2008, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”).

B. Holdings owns 100% of the issued and outstanding capital stock of Borrower and, accordingly, Holdings receives direct and indirect financial, economic and other benefits from the making of such loans and other financial accommodations to Borrower.

C. Each of Panther Sub, Elite, Integres and Integres Sub is a direct or indirect Wholly-Owned Subsidiary of Borrower and, accordingly, receives direct and indirect financial, economic and other benefits from the making of such loans and other financial accommodations to Borrower.

D. Each of Holdings, Panther Sub, Elite, Integres and Integres Sub, has guaranteed all existing and future Obligations of Borrower pursuant to the terms and conditions of the Guaranty.

E. The Obligations are secured by, among other things, valid, duly perfected first priority security interests in substantially all property and assets of each Loan Party, and a pledge of 100% of the issued and outstanding capital stock of each of Borrower, Panther Sub, Elite, Integres and Integres Sub, and any and all proceeds and products of the foregoing, in each case, pursuant to the terms and conditions of the Pledge Agreements.

F. The Agent and the Lenders have been made aware that certain Events of Default have occurred and are continuing pursuant to (i) Section 7.1(c) of the Credit Agreement as a result of Borrower’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Credit Agreement for the twelve (12) month period ended March 31, 2009, (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Credit Agreement for the twelve (12) month period ended March 31, 2009 and (C) the Interest Coverage Ratio covenant set forth in Section 6.4 of the Credit Agreement for the twelve (12) month period ended March 31, 2009 and (ii) Section 7.1(e) of the Credit Agreement as a result of corresponding events of default under the Subordinated Indebtedness Documents (the Events of Default specified in clauses (i) and (ii), collectively, the “Designated Events of Default”).

G. The existence of the Designated Events of Default notwithstanding, the Loan Parties have requested that the Agent and Lenders agree, in each case, subject to the terms and conditions herein set forth, to (i) forbear, for a specified period of time, from exercising their respective rights and remedies under the Credit Agreement, the other Loan Documents, the UCC and other applicable law and (ii) amend the Credit Agreement in certain respects.

H. The Agent and the Lenders agree to accommodate such request to forbear, subject to the terms and conditions herein contained and, in addition, the Agent and the Lenders have agreed to amend the Credit Agreement in certain respects as more specifically set forth herein, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and subject to the terms and conditions hereof, the Agent, the Lenders and the Loan Parties hereby agree as follows:

Section 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. For purposes of this Agreement, the following terms shall have the respective meanings ascribed thereto below:

Forbearance Period - see Section 2 hereof.

Forbearance Termination Date shall mean the earlier to occur of (i) 12:00 p.m. (Chicago time) June 29, 2009, or such later date as the Agent and the Required Lenders shall agree in writing, and (ii) the date on which the forbearance effectuated hereby ceases due to the occurrence of any of the events described in Section 7 hereof.

Released Person – see Section 5 hereof.

2

Section 2. Agreement of Agent and Lenders to Forbear.

(a) Subject to the terms and conditions herein set forth (including, without limitation, the conditions contained in Section 6 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Loan Parties herein contained, the Agent and Lenders agree that, during the period (the “Forbearance Period”) commencing on the date hereof and ending on the Forbearance Termination Date, except as set forth in Section 3(a) hereof with respect to the imposition of the default rate of interest, Agent and Lenders shall forbear from exercising their respective rights and remedies under the Credit Agreement, the other Loan Documents, the UCC and other applicable law. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement or the Credit Agreement (including, but not limited to, Sections 1.10(a) and 1.10(c) thereof), the Agent, Lenders and Loan Parties each acknowledge and agree that all payments of the Obligations by the Loan Parties during the Forbearance Period shall be applied against the Obligations as specified by the Borrower and otherwise in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents.

(b) The agreement of the Agent and Lenders to so forbear is temporary and limited in nature and shall not be deemed to: (i) preclude or prevent the Agent and/or the Lenders from exercising any rights and/or remedies under the Credit Agreement, the other Loan Documents, the UCC and/or applicable law arising on account of (A) any Default or Event of Default, other than the Designated Events of Default, and/or (B) the Designated Events of Default from and after the Forbearance Termination Date; (ii) effect any amendment, modification or supplement of the Credit Agreement or any of the other Loan Documents, all of which shall remain in full force and effect in accordance with their respective terms (except as otherwise expressly provided herein); (iii) constitute a waiver of the Designated Events of Default, any Default or any other Event of Default that may have occurred, be existing or hereafter occur, or any term or provision of the Credit Agreement or any of the other Loan Documents; or (iv) establish a custom or course of dealing between or among the Loan Parties, the Agent and/or the Lenders, or any of them.

Section 3. Agreements.

(a) Each Loan Party hereby agrees and acknowledges that, the implementation of the Forbearance Period in accordance with the terms hereof notwithstanding, (i) the Designated Events of Default constitute existing Events of Default for all purposes under the Loan Documents, including, without limitation, for purposes of imposing the default rate of interest pursuant to and in accordance with Sections 1.3(c) and 1.9(c) of the Credit Agreement (which default rate of interest hereby is imposed on all Obligations from and after the Forbearance Effective Date) and for determining whether or not certain actions may be taken or otherwise acquiesced to by or on behalf of Borrower or any other Loan Party (and each Loan Party agrees that it shall not take any actions or permit any actions to occur without the prior written consent of the Agent and, to the extent applicable, Required Lenders to the extent prohibited under the Loan Documents during the existence of any Event of Default) except, during the

3

Forbearance Period, for permitting the Agent or Lenders to accelerate the Obligations or exercise other remedies (other than the imposition of default interest) under the Credit Agreement or any other Loan Document or apply payments of the Obligations in accordance with Sections 1.10(a) and 1.10(c) of the Credit Agreement as a result of the Designated Events of Default (it being understood and agreed, notwithstanding anything to the contrary contained in this Agreement or the Credit Agreement (including, but not limited to, Section 1.10(a)) all payments of the Obligations by the Loan Parties during the Forbearance Period shall be applied against the Obligations as specified by the Borrower and otherwise in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents), and (ii) pursuant to the terms and conditions set forth in Section 5.11(b) of the Credit Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(b) of the Credit Agreement. Accordingly, any actions taken or omitted by the Loan Parties in violation of such provisions while any Event of Default exists will constitute additional Events of Default under the Credit Agreement and the other Loan Documents.

(b) As Borrower is aware, during the existence of the Designated Events of Default, pursuant to Section 2.2 of the Credit Agreement, no Lender has any obligation to make any Revolving Loan or issue any Lender Letter of Credit or Letter of Credit Participation Agreement as a result of such Designated Events of Default. During the Forbearance Period, the Agent and the Lenders agree that Borrower shall be permitted to continue to request Revolving Loans, Lender Letters of Credit and Letter of Credit Participation Agreements, and Revolving Loans shall be made and Lender Letters of Credit and Letter of Credit Participation Agreements shall be issued or entered into, in each case, notwithstanding the failure to satisfy the conditions set forth in Sections 2.2(b) or 2.2(c) of the Credit Agreement solely as a result of the existence of the Designated Events of Default, but subject to the other terms and conditions of the Credit Agreement, including, without limitation, the Revolver Cap (as defined in Section 4.1 of this Agreement).

(c) As Borrower is aware, during the existence of the Designated Events of Default, pursuant to Section 1.6 of the Credit Agreement, Revolving Loans may not be advanced as LIBOR Rate Loans and Loans may not be converted into or continued as LIBOR Rate Loans if the Required Lenders have determined not to convert or continue Loans as LIBOR Rate Loans or make new LIBOR Rate Loans as a result of such Designated Events of Default. During the Forbearance Period, the Lenders hereby agree that outstanding Loans may be converted into or continued as LIBOR Rate Loans and Revolving Loans, if any, made in accordance with this Agreement and the Credit Agreement may be made as LIBOR Rate Loans, in each case, notwithstanding the Designated Events of Default, but subject to the other terms and conditions of the Credit Agreement.

(d) The Loan Parties agree to deliver to the Agent no later than Tuesday of each week commencing on the first Tuesday following the date hereof, a rolling thirteen (13) week cash flow forecast on a consolidated basis for Borrower and the other Loan Parties, together with a comparison of the corresponding figures for the corresponding

4

periods of the previous week contained in the thirteen (13) week cash flow forecast for such previous week, which shall all be in form and detail reasonably satisfactory to the Agent (the Agent hereby acknowledges that the form and detail of the rolling thirteen (13) week cash flow forecasts previously delivered to the Agent are satisfactory) and shall be certified on behalf of Borrower by a Responsible Officer of Borrower.

(e) BORROWER AND THE OTHER LOAN PARTIES EACH HEREBY WAIVE ALL RIGHTS TO NOTICE AFTER THE FORBEARANCE TERMINATION DATE (INCLUDING ALL NOTICES REQUIRED UNDER THE UNIFORM COMMERCIAL CODE) AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE AGENT OR ANY LENDER OF THEIR RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS, TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING AND/OR TO SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF THE COLLATERAL. THIS SECTION 3(e) SHALL CONSTITUTE A WAIVER OF THE RIGHT TO NOTIFICATION OF DISPOSITION OF COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM COMMERCIAL CODE AUTHORIZED BY EACH OF BORROWER AND THE OTHER LOAN PARTIES IN ACCORDANCE WITH SECTION 9-624 OF THE UNIFORM COMMERCIAL CODE. BORROWER AND THE OTHER LOAN PARTIES EACH WAIVE THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS AFTER THE FORBEARANCE TERMINATION DATE.

(f) BORROWER AND THE OTHER LOAN PARTIES EACH HEREBY WAIVE ALL RIGHTS TO REDEEM COLLATERAL UNDER SECTION 9-623 OF THE UNIFORM COMMERCIAL CODE AFTER THE FORBEARANCE TERMINATION DATE AND HEREBY ACKNOWLEDGE AND AGREE THAT EACH LOAN PARTY HAS AUTHORIZED SAME IN ACCORDANCE WITH SECTION 9-624 OF THE UNIFORM COMMERCIAL CODE.

(g) The Loan Parties, the Agent and the Lenders each hereby agree that, except as otherwise required by the Credit Agreement, any amounts collected or received by the Agent under the Limited Guaranty shall be applied to prepay outstanding Swing Line Loans and thereafter in reduction of outstanding Revolving Loans (without reduction to the Swing Line Commitment or the Revolving Loan Commitment).

Section 4. Amendments to Credit Agreement. Effective as of the Effective Date, the hereto hereby agree that the Credit Agreement shall be amended as follows:

4.1 Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence to the very end of the first paragraph of clause (b) of such Section:

“The foregoing notwithstanding, in no event shall the Maximum Revolving Loan Balance exceed an amount equal to the sum from time to time of (x) $3,857,261, plus (y) the undrawn principal amount of the Limited Guaranty (the “Revolver Cap”).”

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4.2 Section 2.2. Section 2.2 of the Credit Agreement is hereby amended by deleting the word “or” appearing after subclause (ii) of clause (b) of such Section, by deleting the word “and” appearing after subclause (iii) of clause (b) of such Section and substituting the word “or” therefor and by adding a new subclause (iv) to clause (b) of such Section as follows:

“(iv) are not true and correct due solely to the existence of the Designated Events of Default (as defined in the Forbearance Agreement) solely during the Forbearance Period; and”

4.3 Section 2.2. Section 2.2 of the Credit Agreement is hereby further amended by adding the words “, other than the Designated Events of Default (as defined in the Forbearance Agreement) solely during the Forbearance Period” to the end of clause (c) of such Section.

4.4 Section 4.1. Section 4.1 of the Credit Agreement is hereby amended by adding the following two provisos to the end of clause (a) thereto:

“; provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 (the “2008 Audited Financials”) shall be delivered no later than the earlier of (i) July 30, 2009 and (ii) the date that is thirty (30) days after the effective date of any amendment to this Agreement entered into after the Forbearance Effective Date; and provided, further, that the Borrower shall use best efforts to deliver a draft of the 2008 Audited Financials to the Agent no later than April 30, 2009 (which draft need not be accompanied by an audit letter)”

4.5 Section 5.5. Section 5.5 of the Credit Agreement is hereby amended by deleting the “.” at the end of Section (h) thereof and substituting the word “; and” therefor and by adding a new Section 5.5(i) as follows:

“(i) unsecured Indebtedness constituting “Permitted Indebtedness” in an amount not to exceed the amount of Guaranteed Obligations (as defined in the Limited Guaranty) paid in cash to the Agent in accordance with the Limited Guaranty.”

4.6 Section 5.7. Section 5.7 of the Credit Agreement is hereby amended by deleting each occurrence of the words “as in effect on the Original Closing Date” contained in clause (d) thereof and by substituting the words “as in effect on the Forbearance Effective Date” therefor, by deleting the word “and” appearing immediately prior to the second proviso contained in clause (d) thereof, by adding the word “; and” immediately following such second proviso and by adding a third proviso thereto as follows:

“; provided, further, however, that no such fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall be paid during the Forbearance Period. Notwithstanding the foregoing, such fees and expenses shall continue to accrue during the Forbearance Period and any such accrued fees and expenses may later be paid, but only to the extent that (A) both

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before and after giving effect to any such payment, the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 3.00 to 1.00, and (B) the Borrower shall have previously paid in cash to the Subordinated Lenders the portion of the interest accruing on the Subordinated Notes at the rate of 12% per annum for the interest period from January 1, 2009 through March 31, 2009 (the “Ql Period”) and the interest period from April 1, 2009 through June 30, 2009 (the “Q2 Period”), and provided that the remainder of such interest (i.e., 4% per annum) accruing during the Ql Period and the Q2 Period shall have been capitalized and added to the outstanding principal amount of the Subordinated Notes on March 31, 2009 and June 30, 2009, respectively (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing).”

4.7 Section 5.11. Section 5.11 of the Credit Agreement is hereby amended by deleting subclause (i) of clause (g) thereto in its entirety and substituting the following therefor:

“(g) (i) until such time as the Borrower shall have exercised its option under Section 1.1 of the Subordinated Loan Agreement to make all payments of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in-kind (and not in cash), make regularly scheduled cash payments of interest at the non-default cash pay rate of interest with respect to the Subordinated Indebtedness evidenced by the Subordinated Notes; provided, that no such cash payments of interest shall be made during the Forbearance Period,”

4.8 Section 7.1. Section 7.1 of the Credit Agreement is hereby amended by deleting the “.” at the end of Section (o) thereof and substituting the word “; or” therefor and by adding a new Section 7.1(p) as follows:

“(p) Guarantor Event of Default. Any “Guarantor Event of Default” occurs under the Limited Guaranty.”

4.9 Section 11.1. Section 11.1 of the Credit Agreement is hereby amended by substituting the following definitions of the terms set forth below in lieu of the current versions of such definitions contained in Section 11.1 of the Credit Agreement:

““Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of $20,000,000, as such amount shall be reduced to $15,000,000 effective as of the Forbearance Effective Date, and as such amount may be further reduced from time to time pursuant to this Agreement.”

““Applicable Margin” means, (a) if a Base Rate Loan, four percent (4.00%) per annum and (b) if a LIBOR Rate Loan, five and one-quarter percent

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(5.25%) per annum. Notwithstanding anything herein to the contrary, Swing Line Loans may not be LIBOR Rate Loans.”

““Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the Federal Reserve Board (as determined by Agent), (b) the sum of 3.0% per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR, as defined herein, calculated for each such day based on an Interest Period of three months determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for Libor Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate, or LIBOR for an Interest Period of three months.”

““Loan Documents” means this Agreement, the Notes, the Subordination Agreement, the Fee Letter, the Limited Guaranty, the Collateral Documents and all documents delivered to the Agent and/or any Lender in connection with any of the foregoing.”

4.10 Section 11.1. Section 11.1 of the Credit Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Forbearance Agreement” means the Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of the Forbearance Effective Date among Holdings, the Borrower, Elite, Panther Sub, Integres, Integres Sub, Agent and the Lenders.”

““Forbearance Effective Date” means April 6, 2009.”

““Forbearance Period” shall have the meaning given such term in the Forbearance Agreement.”

““Limited Guaranty” means that certain Limited Guaranty, dated as of the Forbearance Effective Date, by the Sponsor in favor of the Agent, on behalf of the Lenders.”

““Permitted Indebtedness” means unsecured Indebtedness of Holdings or the Borrower that shall be subordinated in right of payment to the Obligations pursuant to a written subordination agreement in form and substance reasonably acceptable to the Agent, and which Indebtedness shall not require payment of principal or cash interest prior to payment in full of the Loans.”

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4.11 Section 11.1. Section 11.1 of the Credit Agreement hereby is further amended by inserting the following sentence to the end of the defined term “Collateral Documents” therein:

“The foregoing notwithstanding, the Limited Guaranty shall not be deemed a “Collateral Document”.”

Section 5. Ratification of Liability and Outstanding Obligations; Acknowledgment of Rights; Release of Claims. Each Loan Party hereby ratifies and confirms its liabilities, obligations and agreements under the Credit Agreement and the other Loan Documents, and the liens and security interests created, granted and perfected thereby, and acknowledges that: (i) it has no defenses, claims or set-offs to the enforcement by the Agent and/or the Lenders (or any of them) of such liabilities, obligations and agreements through and as of the date hereof; (ii) the Agent and the Lenders have fully performed all undertakings owed to the Loan Parties through and as of the date hereof; (iii) the Recitals set forth above are true and correct in all material respects and hereby are incorporated into this Agreement by this reference; and (iv) except to the limited extent of the Agent’s and Lenders’ agreement to forbear contained in this Agreement, neither the Agent nor any of the Lenders waives, diminishes or limits any term or condition contained in the Credit Agreement or in any of the other Loan Documents. Each Loan Party hereby acknowledges, confirms and agrees that (i) as of the date of this Agreement, the outstanding principal amount of (A) the Revolving Loans is $1,957,261 and (B) the Term Loan is $71,998,168, in each case, plus accrued and unpaid interest, fees and other costs and expenses payable under the Credit Agreement and the other Loan Documents, (ii) as of the date of this Agreement, the aggregate amount of Letter of Credit Participation Liability is $1,900,000, and (iii) the payment of such amounts is not subject to any defense, counterclaim, recoupment or offset of any kind. IN CONSIDERATION OF THE AGENT’S AND LENDERS’ AGREEMENT TO FORBEAR AND THE OTHER AGREEMENTS OF THE AGENT AND THE LENDERS CONTAINED IN THIS AGREEMENT, EACH LOAN PARTY, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE AGENT, THE LENDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, PARTICIPANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH SUCH LOAN PARTY OR ANY OF ITS AFFILIATES MAY NOW HAVE OR CLAIM TO HAVE AGAINST THE AGENT, THE LENDERS (OR ANY OF THEM) OR ANY OTHER RELEASED PERSON ON ACCOUNT OF OR IN ANY WAY TOUCHING, CONCERNING, ARISING OUT OF OR FOUNDED UPON THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED OR OTHERWISE EVIDENCED THEREBY, AND OF EVERY NATURE AND EXTENT WHATSOEVER, IN EACH CASE TO THE EXTENT (Y) ARISING ON OR PRIOR TO THE DATE HEREOF OR (Z) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF, BUT IN ALL CASES EXCLUDING ANY SUCH DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR ANY LENDER, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER.

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Section 6. Conditions to Effectiveness. The effectiveness of the Agent’s and the Lenders’ obligations and agreements under this Agreement is subject to the satisfaction of all of the following conditions in a manner, form and substance reasonably satisfactory to the Agent (provided, the Agent may not waive such conditions absent consent from the Lenders signatory hereto):

(a) Representations and Warranties. The representations and warranties of each of the Loan Parties and their respective Affiliates set forth in this Agreement, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the Effective Date, except (a) with regard to the existence of the Designated Events of Default (or the facts and circumstances resulting therein), and (b) to the extent such representations and warranties (i) expressly related to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date or (ii) are qualified by materiality, contain dollar thresholds or have Material Adverse Effect qualifiers, in which case, such representations and warranties shall be true and correct in all respects.

(b) Delivery of Agreement. This Agreement shall have been duly authorized, executed and delivered to the Agent by the parties hereto.

(c) Delivery of Management Agreement. The Loan Parties and the Sponsor shall have executed and delivered to Agent evidence in form and substance reasonably satisfactory to Agent of an amendment to, or a restatement of, the Management Agreement.

(d) Delivery of Subordinated Loan Agreement. The Loan Parties and the Subordinated Lenders shall have executed and delivered to Agent evidence in form and substance reasonably satisfactory to Agent of a corresponding forbearance under and amendments to the Subordinated Loan Agreement.

(e) Delivery of Subordination Agreement. The Loan Parties and the Subordinated Lenders shall have executed and delivered to Agent the Reaffirmation of and Third Amendment to Subordination Agreement.

(f) Delivery of Limited Guaranty. The Sponsor shall have executed and delivered the Limited Guaranty, in the form attached hereto as Exhibit A.

(g) Payment of Fee. Borrower shall have paid (and Borrower hereby covenants and agrees to pay) to the Agent in immediately available dollars, a non-refundable amendment fee in the amount of $229,995.42, which fee is due and payable in full on the Forbearance Effective Date and shall be distributed by Agent to Lenders signatory to this Agreement promptly after the Forbearance Effective Date in accordance with such Lenders’ pro rata share of the Obligations.

(h) Delivery of Officer’s Certificates. Borrower shall have delivered to the Agent a certificate of the Secretary of each of the Loan Parties certifying (i) the names and true signatures of the officers of each of the Loan Parties authorized to sign this Agreement and the other documents to be delivered hereunder and (ii) the resolutions of

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the board of directors (or other governing authority) of the Loan Parties evidencing approval for this Agreement, and the Credit Agreement, as amended hereby.

(i) Satisfaction of the Agent’s Counsel. All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent.

(j) Delivery of Other Documents. Borrower shall have delivered such other instruments, documents, certificates, consents and waivers as the Agent may reasonably request.

The date on which all of the conditions set forth in this Section 6 have been satisfied is referred to herein as the “Effective Date.” The signature on behalf of the Loan Parties hereto shall constitute a representation, warranty and covenant by such Persons that the conditions set forth in Section 6(a) above have been satisfied or waived in writing by the Agent as of the date hereof.

Section 7. Automatic Termination of Forbearance Period. The Lenders’ agreement to forbear pursuant to this Agreement shall terminate automatically, without notice or any other further act or instrument, upon the occurrence of any of the following:

(a) Any Loan Party repudiates or asserts a defense to any obligation or liability under the Credit Agreement, this Agreement or any of the other Loan Documents or makes or pursues a claim against the Agent, any of the Lenders or any other Released Person; or

(b) Borrower or any other Loan Party breaches any agreement or covenant contained in Section 3 of this Agreement; or

(c) the occurrence or existence of any Event of Default (other than the Designated Events of Default), whether now existing or hereafter occurring, and the Agent notifies or Required Lenders notify Borrower of the termination of the Forbearance Period; or

(d) the occurrence of a “Guarantor Event of Default” (as defined in the Limited Guaranty).

Section 8. No Waiver; Subsequent Defaults.

8.1 Each Loan Party acknowledges that nothing contained herein is, or shall be construed to be, a waiver or release by the Agent or the Lenders of any right, claim or cause of action, including, without limitation, any such right, claim or cause of action arising from or related to, directly or indirectly, the Designated Events of Default, or a waiver or release of the Designated Events of Default themselves. Except as otherwise expressly set forth herein prior to the Forbearance Termination Date, the Agent and the Lenders expressly reserve all rights, remedies, claims and causes of action against Borrower and the other Loan Parties, including, without limitation, all such rights, remedies, claims and causes of action arising from or related to, directly or indirectly, the Designated Events of Default.

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8.2 The Agent and the Lenders reserve all rights, claims and causes of action with respect to all Defaults and Events of Default, and each Loan Party acknowledges that nothing herein prohibits or prevents, or shall be construed to prohibit or prevent, the exercise or enforcement by the Agent and the Lenders of any such right, claim or cause of action at any time (except as expressly provided herein with respect to the Designated Events of Default).

8.3 Any default by any Loan Party of any of its obligations under Section 3(d) of this Agreement, and any “Guarantor Event of Default” under and as defined in the Limited Guaranty, shall each constitute an immediate Event of Default under the Credit Agreement, without further action or notice by or any behalf of the Agent, the Lenders or any other Person.

Section 9. No Assurances regarding Extension of Forbearance Period or Restructuring of Credit Agreement. Without limiting the generality of Section 8 above and notwithstanding anything in this Agreement to the contrary, (i) the Loan Parties will not assert, claim or contend that any prior action or course of conduct by any or all of the Agent and the Lenders constitutes an agreement, obligations or cause of declining to continue such action or course of conduct in the future and (ii) the Loan Parties hereby acknowledge and agree that the Agent and the Lenders have made no commitment as to how or whether the Designated Events of Default will be resolved, nor have they given any assurances or commitments with respect to any additional or future forbearance, waiver, restructuring or accommodation of any kind upon the occurrence of the Forbearance Termination Date. Any agreement by Agent and the Lenders to extend the Forbearance Termination Date, if any, must be set forth in writing and signed by a duly authorized signatory of Agent and each of the Required Lenders.

Section 10. Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders that: (i) it has the corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall constitute legal, valid and binding obligation of such Loan Party, enforceable upon such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under the Organization Documents of such Loan Party, any Requirement of Law, any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its Property is subject or any material Contractual Obligation to which such Loan Party is a party; (iv) no Default or Event of Default presently exists other than the Designated Events of Default; and (v) no cash payment of interest on account of the Subordinated Notes has been made for the March 31, 2009 interest payment date on the Subordinated Notes.

Section 11. Costs and Expenses. Each Loan Party hereby ratifies and reaffirms its fee, cost and expense reimbursement obligations under Section 9.5 of the Credit Agreement.

Section 12. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and

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attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 13. Further Assurances. Each Loan Party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required by the Agent or the Lenders to effectuate fully the intent of this Agreement.

Section 14. Amendment to the Credit Agreement and the other Loan Documents. The Credit Agreement and the other Loan Documents shall be deemed to be amended by this Agreement. Any references contained in the Credit Agreement or any other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement, as amended hereby. Except as amended hereby, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. This Agreement is not a novation, nor is it to be construed as a release, waiver, extension of forbearance or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Credit Agreement or any of the other Loan Documents, except as expressly stated herein. This Agreement shall constitute a Loan Document.

Section 15. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

Section 16. Captions. The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 17. Entire Agreement. Except to the extent specifically set forth herein, the Agent and the Lenders reserve and preserve all rights and remedies under the Credit Agreement and the other Loan Documents. This Agreement contains the entire agreement among the Agent, the Lenders and the Loan Parties with respect to the Designated Events of Default and with respect to the Agent’s and Lenders’ agreement to forbear from exercising rights and remedies on account of the Designated Events of Default.

Section 18. Drafting and Negotiation of Agreement. Each Loan Party acknowledges that (i) it has been represented by its own counsel in connection with the negotiation, preparation and execution of this Agreement and all other agreements, documents and instruments executed in connection herewith and therewith, and the transactions contemplated herein and therein, (ii) it has exercised independent judgment with respect to such negotiation, preparation and execution and transactions, (iii) it has not relied on any other party hereto or thereto (or counsel for such party) with respect to such agreements, documents and instruments and such transactions and (iv) any principal of contract construction that favors or disfavors the parties whose attorneys have drafted a contract, or provision thereof, shall not be applied to this Agreement or such other agreements, documents and instruments. No prior drafts of this Agreement, or any negotiations regarding the terms in those drafts, shall be admissible in any court to vary or interpret the terms

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of this Agreement, the parties hereto agreeing that this Agreement constitutes the final expression of the parties’ agreement and supersedes all prior written and oral understandings regarding the terms of this Agreement.

Section 19. Governing Law; Submission to Jurisdiction. (a) The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(b) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of Illinois located in the City of Chicago, Illinois, or of the United States of America sitting in Chicago, Illinois and, by execution and delivery of this Agreement, the Borrower and each other Loan Party executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

Section 20. WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 21. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

[remainder of page intentionally left blank;

signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

BORROWER:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
OTHER LOAN PARTIES:
PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company

By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, as Agent and a Lender
By:	/s/ Brian E. Sommerfeld
Name:	Brian E. Sommerfeld
Title:	Duly Authorized Signatory

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

ORIX Finance Corp., as a Lender
By:	/s/ Christopher Smith
Name:	Christopher Smith
Title:	Authorized Representative

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

De Meer Middle Market CLO 2006-1, Ltd., as a Lender
By:	/s/ Chris York
Name:	Chris York
Title:	Vice President

Forbearance Agreement and Seventh Amendment to Credit Agreement

BABSON CLO LTD. 2005-I
BABSON CLO LTD. 2005-II
BABSON CLO LTD. 2005-III
BABSON CLO LTD. 2006-I
BABSON MID-MARKET CLO LTD. 2007-II
LOAN STRATEGIES FUNDING LLC, as Lenders
By: Babson Capital Management LLC as Collateral
Manager
By:	/s/ Casey McKinney
Name:	Casey McKinney
Title:	Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender
By: Babson Capital Management LLC as Investment Adviser
By:	/s/ Casey McKinney
Name:	Casey McKinney
Title:	Director

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OFS Funding, LLC
	By:	Orchard First Source Capital, Inc.
	Its:	Attorney in Fact
	By:	/s/ Kena Brown
	Name:	Kena Brown
	Title:	Duly Authorized Signatory

FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT

PANTHER II TRANSPORTATION, INC.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OFSI Fund III, Ltd.
	By:	Orchard First Source Capital, Inc
	Its:	attorney in fact
		By:	/s/ Kena Brown
		Name:	Kena Brown
		Title:	Duly Authorized Signatory

FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT

PANTHER II TRANSPORTATION, INC.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen F. Geimer
Name:	Stephen F. Geimer
Title:	Senior Vice President
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

ANTARES FUNDING, L.P.
By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999, as a Lender
	By:	/s/ Paul Raj
	Name:	Paul Raj
	Title:	Vice President

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

NAVIGATOR CDO 2003, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD., as a Lender
By: GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2006, LTD., as a Lender
By: GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

Pangaea CLO 2007-1 LTD.
	By Pangaea Asset Management, LLC, its Collateral Manager
By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

Forbearance Agreement and Seventh Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

Bank of America NA, as successor to LaSalle Bank National Association, as a Lender
By:	/s/ John P. Wofford
Name:	John P. Wofford
Title:	Vice President

Forbearance Agreement and Seventh Amendment to Credit Agreement

EXHIBIT A

Form of Limited Guaranty

See attached.

Forbearance Agreement and Seventh Amendment to Credit Agreement

April 6, 2009

Antares Capital Corporation

311 South Wacker Drive

Suite 4400

Chicago, Illinois 60606

Re: Fee Letter Relating to Forbearance Agreement and Seventh Amendment to Amended and Restated Credit Agreement

Ladies and Gentlemen:

This letter agreement is the fee letter referred to in the Forbearance Agreement and Seventh Amendment to Amended and Restated Credit Agreement of even date herewith (the “Forbearance Agreement”) by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation, as Borrower, the other Loan Parties (as defined therein) parties thereto, ANTARES CAPITAL CORPORATION (“Antares”), as Agent and a Lender, and the other financial institutions party thereto as Lenders. Capitalized terms not defined herein shall have the meaning subscribed to such terms in the Forbearance Agreement.

Borrower agrees to pay to Antares, individually, on the Forbearance Effective Date, a non-refundable work fee in the amount of $25,000, which fee is due and payable in full on the Forbearance Effective Date.

[Remainder of page intentionally left blank; signature page follows]

If the foregoing is in accordance with your understanding, please sign the enclosed copy of this letter and return it to the attention of the undersigned.

Very truly yours,
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

Agreed and Accepted as of the date first above written by:

ANTARES CAPITAL CORPORATION,
as Agent
By:
Name:
Title:	Its Duly Authorized Signatory

Forbearance Agreement and Seventh Amendment Fee Letter

If the foregoing is in accordance with your understanding, please sign the enclosed copy of this letter and return it to the attention of the undersigned.

Very truly yours,

PANTHER II TRANSPORTATION, INC., an

Ohio corporation

By:

Name:

Title:

Agreed and Accepted as of the date first above written by:

ANTARES CAPITAL CORPORATION,
as Agent
By:	/s/ Brian E. Sommerfeld
Name:	Brian E. Sommerfeld
Title:	Its Duly Authorized Signatory

Forbearance Agreement and Seventh Amendment Fee Letter

EX-10.9

Exhibit 10.9

EXECUTION COPY

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

AND EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2009, is entered by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”). PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”: Borrower, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, as administrative agent (the “Agent”) for the several financial institutions from time to time party to the Credit Agreement described below (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and the other Lenders signatory hereto.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007, (d) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 23, 2007, (e) that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of November 29, 2007, (f) that certain Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of October 7, 2008 and (g) that certain Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of April 6, 2009, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Loan Parties, Agent and the Lenders party thereto have entered into that certain Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of April 6, 2009 (as the same has been amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Agreement, the “Forbearance Agreement”); and

WHEREAS, Agent, the Lenders party hereto and Loan Parties have agreed to amend the Forbearance Agreement and the Credit Agreement in certain respects as more specifically set forth herein, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are

acknowledged, and subject to the terms and conditions hereof, the Agent, the Lenders and the Loan Parties hereby agree as follows:

Section 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or, if not defined in the Credit Agreement, in the Forbearance Agreement.

Section 2. Amendments to Forbearance Agreement.

(a) Section 1 of the Forbearance Agreement is hereby amended by amending and restating the definition of the term “Forbearance Termination Date” in its entirety to read as follows:

Forbearance Termination Date shall mean the earlier to occur of (i) 12:00 p.m. (Chicago time) August 31, 2009, or such later date as the Agent and the Required Lenders shall agree in writing, and (ii) the date on which the forbearance effectuated hereby ceases due to the occurrence of any of the events described in Section 7 hereof.

(b) Recital F of the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:

F. The Agent and the Lenders have been made aware that certain Events of Default have occurred and are continuing pursuant to (i) Section 7.1(c) of the Credit Agreement as a result of Borrower’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009, (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 and (C) the Interest Coverage Ratio covenant set forth in Section 6.4 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 and (ii) Section 7.1(e) of the Credit Agreement as a result of corresponding events of default under the Subordinated Indebtedness Documents (the Events of Default specified in clauses (i) and (ii), collectively, the “Designated Events of Default”).

Section 3. Amendments to Credit Agreement.

(a) Section 4.1 of the Credit Agreement is hereby amended by amending and restating the last two provisos at the end of clause (a) thereto in their entirety to read as follows:

“; provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 (the “2008 Audited Financials”) shall be delivered no later than the earlier of (i) September 30, 2009 and (ii) the date that is thirty (30) days after the

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effective date of any amendment to this Agreement entered into after the Forbearance Effective Date”.

(b) Section 5.7 of the Credit Agreement is hereby amended by amending and restating the second sentence of the third proviso to clause (d) thereof in its entirety to read as follows:

“Notwithstanding the foregoing, such fees and expenses shall continue to accrue during the Forbearance Period and any such accrued fees and expenses may later be paid, but only to the extent that (A) both before and after giving effect to any such payment, the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 3.00 to 1.00, and (B) the Borrower shall have previously paid in cash to the Subordinated Lenders the portion of the interest accruing on the Subordinated Notes at the rate of 12% per annum for the interest period from January 1, 2009 through March 31, 2009 (the “Ql Period”) and the interest period from April 1, 2009 through June 30, 2009 (the “Q2 Period”), and the interest period from July 1, 2009 through September 30, 2009 (the “Q3 Period”) and provided that the remainder of such interest (i.e., 4% per annum) accruing during the Ql Period, the Q2 Period and the Q3 Period shall have been capitalized and added to the outstanding principal amount of the Subordinated Notes on March 31, 2009, June 30, 2009 and September 30, 2009, respectively (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses (including any amounts which have been compounded or otherwise capitalized) be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing).”

Section 4. Agreements.

(a) Each Loan Party hereby agrees and acknowledges that, the implementation of the Forbearance Period in accordance with the terms of the Forbearance Agreement notwithstanding, (i) the Designated Events of Default constitute existing Events of Default for all purposes under the Loan Documents, including, without limitation, for purposes of imposing the default rate of interest pursuant to and in accordance with Sections 1.3(c) and 1.9(c) of the Credit Agreement and for determining whether or not certain actions may be taken or otherwise acquiesced to by or on behalf of Borrower or any other Loan Party (and each Loan Party agrees that it shall not take any actions or permit any actions to occur without the prior written consent of the Agent and, to the extent applicable, Required Lenders to the extent prohibited under the Loan Documents during the existence of any Event of Default) except, during the Forbearance Period, for permitting the Agent or Lenders to accelerate the Obligations or exercise other remedies (other than the imposition of default interest) under the Credit Agreement or any other Loan Document or apply payments of the Obligations in accordance with

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Sections 1.10(a) and 1.10(c) of the Credit Agreement as a result of the Designated Events of Default (it being understood and agreed, notwithstanding anything to the contrary contained in the Forbearance Agreement or the Credit Agreement (including, but not limited to, Section 1.10(a)) all payments of the Obligations by the Loan Parties during the Forbearance Period shall be applied against the Obligations as specified by the Borrower and otherwise in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents), and (ii) pursuant to the terms and conditions set forth in Section 5.11(b) of the Credit Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(b) of the Credit Agreement. Accordingly, any actions taken or omitted by the Loan Parties in violation of such provisions while any Event of Default exists will constitute additional Events of Default under the Credit Agreement and the other Loan Documents.

(b) As Borrower is aware, during the existence of the Designated Events of Default, pursuant to Section 2.2 of the Credit Agreement, no Lender has any obligation to make any Revolving Loan or issue any Lender Letter of Credit or Letter of Credit Participation Agreement as a result of such Designated Events of Default. During the Forbearance Period, the Agent and the Lenders agree that Borrower shall be permitted to continue to request Revolving Loans, Lender Letters of Credit and Letter of Credit Participation Agreements, and Revolving Loans shall be made and Lender Letters of Credit and Letter of Credit Participation Agreements shall be issued or entered into, in each case, notwithstanding the failure to satisfy the conditions set forth in Sections 2.2(b) or 2.2(c) of the Credit Agreement solely as a result of the existence of the Designated Events of Default, but subject to the other terms and conditions of the Credit Agreement, including, without limitation, the Revolver Cap (as defined in Section 1.1 of the Credit Agreement).

(c) The Loan Parties agree to deliver to the Agent by no later than July 22, 2009 revised projections of the Borrower’s and its Subsidiaries’ consolidated and consolidating financial performance for the period commencing June 1, 2009 through and including December 31, 2010 on a month by month basis.

(d) The Borrower agrees to make itself and its senior management members available for a telephone conference with the Lenders prior to August 10, 2009 to respond to inquiries and information requests from the Lenders concerning the projections described in clause (c) above, proposal for revised amendment terms and operations of the Borrower and its Subsidiaries.

(e) BORROWER AND THE OTHER LOAN PARTIES EACH HEREBY WAIVE ALL RIGHTS TO NOTICE AFTER THE FORBEARANCE TERMINATION DATE (INCLUDING ALL NOTICES REQUIRED UNDER THE UNIFORM COMMERCIAL CODE) AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE AGENT OR ANY LENDER OF THEIR RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS, TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING AND/OR TO SELL, LEASE, TRANSFER OR

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OTHERWISE DISPOSE OF THE COLLATERAL. THIS SECTION 4(e) SHALL CONSTITUTE A WAIVER OF THE RIGHT TO NOTIFICATION OF DISPOSITION OF COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM COMMERCIAL CODE AUTHORIZED BY EACH OF BORROWER AND THE OTHER LOAN PARTIES IN ACCORDANCE WITH SECTION 9-624 OF THE UNIFORM COMMERCIAL CODE. BORROWER AND THE OTHER LOAN PARTIES EACH WAIVE THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS AFTER THE FORBEARANCE TERMINATION DATE.

(f) BORROWER AND THE OTHER LOAN PARTIES EACH HEREBY WAIVE ALL RIGHTS TO REDEEM COLLATERAL UNDER SECTION 9-623 OF THE UNIFORM COMMERCIAL CODE AFTER THE FORBEARANCE TERMINATION DATE AND HEREBY ACKNOWLEDGE AND AGREE THAT EACH LOAN PARTY HAS AUTHORIZED SAME IN ACCORDANCE WITH SECTION 9-624 OF THE UNIFORM COMMERCIAL CODE.

Section 5. Ratification of Liability and Outstanding Obligations; Acknowledgment of Rights; Release of Claims. Each Loan Party hereby ratifies and confirms its liabilities, obligations and agreements under the Credit Agreement and the other Loan Documents, and the liens and security interests created, granted and perfected thereby, and acknowledges that: (i) it has no defenses, claims or set-offs to the enforcement by the Agent and/or the Lenders (or any of them) of such liabilities, obligations and agreements through and as of the date hereof; (ii) the Agent and the Lenders have fully performed all undertakings owed to the Loan Parties through and as of the date hereof; (iii) the Recitals set forth above are true and correct in all material respects and hereby are incorporated into this Agreement by this reference; and (iv) except to the limited extent of the Agent’s and Lenders’ agreement to forbear contained in the Forbearance Agreement, neither the Agent nor any of the Lenders waives, diminishes or limits any term or condition contained in the Credit Agreement or in any of the other Loan Documents. Each Loan Party hereby acknowledges, confirms and agrees that (i) as of the date of this Agreement, the outstanding principal amount of (A) the Revolving Loans is $1,957,261 and (B) the Term Loan is $71,998,168, in each case, plus accrued and unpaid interest, fees and other costs and expenses payable under the Credit Agreement and the other Loan Documents, (ii) as of the date of this Agreement, the aggregate amount of Letter of Credit Participation Liability is $1,900,000, and (iii) the payment of such amounts is not subject to any defense, counterclaim, recoupment or offset of any kind. IN CONSIDERATION OF THE AGENT’S AND LENDERS’ AGREEMENT TO FORBEAR PURSUANT TO THE FORBEARANCE AGREEMENT AND THE OTHER AGREEMENTS OF THE AGENT AND THE LENDERS CONTAINED IN THIS AGREEMENT, EACH LOAN PARTY, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE AGENT, THE LENDERS AND THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, PARTICIPANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH SUCH LOAN PARTY OR ANY OF ITS AFFILIATES MAY NOW HAVE OR CLAIM TO HAVE AGAINST THE AGENT, THE LENDERS (OR ANY OF THEM) OR ANY OTHER RELEASED PERSON ON ACCOUNT OF OR IN ANY WAY TOUCHING, CONCERNING,

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ARISING OUT OF OR FOUNDED UPON THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED OR OTHERWISE EVIDENCED THEREBY, AND OF EVERY NATURE AND EXTENT WHATSOEVER, IN EACH CASE TO THE EXTENT (Y) ARISING ON OR PRIOR TO THE DATE HEREOF OR (Z) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF, BUT IN ALL CASES EXCLUDING ANY SUCH DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR ANY LENDER, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER.

Section 6. Conditions to Effectiveness. The effectiveness of the Agent’s and the Lenders’ obligations and agreements under this Agreement is subject to the satisfaction of all of the following conditions in a manner, form and substance reasonably satisfactory to the Agent (provided, the Agent may not waive such conditions absent consent from the Lenders signatory hereto):

(a) Delivery of Agreement. This Agreement shall have been duly authorized, executed and delivered to the Agent by the parties hereto.

(b) Delivery of Subordinated Loan Agreement. The Loan Parties and the Subordinated Lenders shall have executed and delivered to Agent evidence in form and substance reasonably satisfactory to Agent of a corresponding amendment to the Subordinated Lenders’ forbearance under the Subordinated Loan Agreement.

(c) Delivery of Subordination Agreement. The Loan Parties and the Subordinated Lenders shall have executed and delivered to Agent the Reaffirmation of and Fourth Amendment to Subordination Agreement.

(d) Payment of Fee. Borrower shall have paid (and Borrower hereby covenants and agrees to pay) to the Agent in immediately available dollars, a non- refundable fee in the amount of $217,495.42, which fee is due and payable in full on the date hereof and shall be distributed by Agent to Lenders signatory to this Agreement promptly after the date hereof in accordance with such Lenders’ pro rata share of the Obligations.

(e) Satisfaction of the Agent’s Counsel. All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Agent.

(f) Delivery of Other Documents. Borrower shall have delivered such other instruments, documents, certificates, consents and waivers as the Agent may reasonably request.

(g) Fees. The Agent shall have received payment of all accrued and unpaid reasonable fees, costs and expenses due to the Agent and Lenders in connection with the negotiation, execution and delivery of this Agreement and any related document.

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The signature on behalf of the Loan Parties hereto shall constitute a representation, warranty and covenant by such Persons that the conditions set forth in this Section 6 have been satisfied or waived in writing by the Agent as of the date hereof.

Section 7. No Waiver; Subsequent Defaults.

(a) Each Loan Party acknowledges that nothing contained herein is, or shall be construed to be, a waiver or release by the Agent or the Lenders of any right, claim or cause of action, including, without limitation, any such right, claim or cause of action arising from or related to, directly or indirectly, the Designated Events of Default, or a waiver or release of the Designated Events of Default themselves. Except as otherwise expressly set forth herein prior to the Forbearance Termination Date, the Agent and the Lenders expressly reserve all rights, remedies, claims and causes of action against Borrower and the other Loan Parties, including, without limitation, all such rights, remedies, claims and causes of action arising from or related to, directly or indirectly, the Designated Events of Default.

(b) The Agent and the Lenders reserve all rights, claims and causes of action with respect to all Defaults and Events of Default, and each Loan Party acknowledges that nothing herein prohibits or prevents, or shall be construed to prohibit or prevent, the exercise or enforcement by the Agent and the Lenders of any such right, claim or cause of action at any time (except as expressly provided herein with respect to the Designated Events of Default).

(c) Any default by any Loan Party of any of its obligations under Section 4(c) or 4(d) of this Agreement shall constitute an immediate Event of Default under the Credit Agreement, without further action or notice by or any behalf of the Agent, the Lenders or any other Person.

Section 8. No Assurances regarding Extension of Forbearance Period or Restructuring of Credit Agreement. Without limiting the generality of Section 7 above and notwithstanding anything in this Agreement to the contrary, (i) the Loan Parties will not assert, claim or contend that any prior action or course of conduct by any or all of the Agent and the Lenders constitutes an agreement, obligations or cause of declining to continue such action or course of conduct in the future and (ii) the Loan Parties hereby acknowledge and agree that the Agent and the Lenders have made no commitment as to how or whether the Designated Events of Default will be resolved, nor have they given any assurances or commitments with respect to any additional or future forbearance, waiver, restructuring or accommodation of any kind upon the occurrence of the Forbearance Termination Date. Any agreement by Agent and the Lenders to extend the Forbearance Termination Date, if any, must be set forth in writing and signed by a duly authorized signatory of Agent and each of the Required Lenders.

Section 9. Representations and Warranties. Each Loan Party represents and warrants to the Agent and the Lenders that: (i) it has the corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall constitute legal, valid and binding obligation of such Loan Party, enforceable upon such Loan Party in accordance with its terms,

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except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under the Organization Documents of such Loan Party, any Requirement of Law, any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its Property is subject or any material Contractual Obligation to which such Loan Party is a party; (iv) no Default or Event of Default presently exists other than the Designated Events of Default; and (v) no cash payment of interest on account of the Subordinated Notes has been made for the March 31, 2009 and June 30, 2009 interest payment dates on the Subordinated Notes.

Section 10. Costs and Expenses. Each Loan Party hereby ratifies and reaffirms its fee, cost and expense reimbursement obligations under Section 9.5 of the Credit Agreement.

Section 11. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 12. Further Assurances. Each Loan Party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required by the Agent or the Lenders to effectuate fully the intent of this Agreement.

Section 13. Amendment to the Credit Agreement and the other Loan Documents. The Credit Agreement and the other Loan Documents shall be deemed to be amended by this Agreement. Any references contained in the Credit Agreement or any other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement, as amended hereby. Except as amended hereby, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. This Agreement is not a novation, nor is it to be construed as a release, waiver, extension of forbearance or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Credit Agreement or any of the other Loan Documents, except as expressly stated herein. This Agreement shall constitute a Loan Document.

Section 14. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

Section 15. Captions. The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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Section 16. Entire Agreement. Except to the extent specifically set forth herein, the Agent and the Lenders reserve and preserve all rights and remedies under the Credit Agreement and the other Loan Documents. The Forbearance Agreement and this Agreement contains the entire agreement among the Agent, the Lenders and the Loan Parties with respect to the Designated Events of Default and with respect to the Agent’s and Lenders’ agreement to forbear from exercising rights and remedies on account of the Designated Events of Default.

Section 17. Drafting and Negotiation of Agreement. Each Loan Party acknowledges that (i) it has been represented by its own counsel in connection with the negotiation, preparation and execution of this Agreement and all other agreements, documents and instruments executed in connection herewith and therewith, and the transactions contemplated herein and therein, (ii) it has exercised independent judgment with respect to such negotiation, preparation and execution and transactions, (iii) it has not relied on any other party hereto or thereto (or counsel for such party) with respect to such agreements, documents and instruments and such transactions and (iv) any principal of contract construction that favors or disfavors the parties whose attorneys have drafted a contract, or provision thereof, shall not be applied to this Agreement or such other agreements, documents and instruments. No prior drafts of this Agreement, or any negotiations regarding the terms in those drafts, shall be admissible in any court to vary or interpret the terms of this Agreement, the parties hereto agreeing that this Agreement constitutes the final expression of the parties’ agreement and supersedes all prior written and oral understandings regarding the terms of this Agreement.

Section 18. Governing Law; Submission to Jurisdiction. (a) The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(b) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of Illinois located in the City of Chicago, Illinois, or of the United States of America sitting in Chicago, Illinois and, by execution and delivery of this Agreement, the Borrower and each other Loan Party executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

Section 19. WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 20. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or

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security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

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signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

BORROWER:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
OTHER LOAN PARTIES:
PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, as Agent and a Lender
By:	/s/ Brian E. Sommerfeld
Name:	Brian E. Sommerfeld
Title:	Duly Authorized Signatory

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

Pangaea CLO 2007-1 LTD.
By Pangaea Asset Management, LLC,       its Collateral Manager
By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

De Meer Middle Market CLO 2006-1, LTD.       By Pangaea Asset Management, LLC,       its Collateral Manager
By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

ORIX FINANCE CORP, a Lender
By:	/s/ Christopher L. Smith
Name:	Christopher L. Smith
Title:	Authorized Representative

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OFSI Fund III, Ltd.
By:	Orchard First Source Capital, Inc.
Its:	attorney in fact
By:	/s/ Ryan Rassin
Name:	Ryan Rassin
Title:	DIRECTOR

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OFS Funding, LLC
	By:	Orchard First Source Capital, Inc.
	Its:	Attorney in Fact
	By:	/s/ Ryan Rassin
	Name:	Ryan Rassin
	Title:	DIRECTOR

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

Bank of America NA, as successor to LaSalle Bank National Association, as a Lender
By:	/s/ James Ford
Name:	James Ford
Title:	Senior Vice President

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

ANTARES FUNDING, L.P.
By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30,1999, as a Lender
	By:	/s/ Zeeshan Ahmed
	Name:	Zeeshan Ahmed
	Title:	VICE PRESIDENT

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

NAVIGATOR CDO 2003, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
Name:	John Campos
Title:	Authorized Signatory
NAVIGATOR CDO 2006, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
Name:	John Campos
Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
Name:	John Campos
Title:	Authorized Signatory

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

BABSON CLO LTD. 2005-I BABSON CLO LTD. 2005-II BABSON CLO LTD. 2005-III BABSON CLO LTD. 2006-I BABSON MID-MARKET CLO LTD. 2007-II LOAN STRATEGIES FUNDING LLC, as Lenders By: Babson Capital Management LLC as Collateral Manager
By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender By: Babson Capital Management LLC as Investment Adviser
By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director

First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement

EX-10.10

Exhibit 10.10

WAIVER AND NINTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS WAIVER AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 31, 2009 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Borrower, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (together with its successors and assigns in such capacity, the “Agent”) for the several financial institutions from time to time party to the Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), and for itself as a Lender, and such Lenders.

W I T N E S S E T H:

WHEREAS, Borrower, Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same has been amended pursuant to (a) that certain Consent, Waiver and First Amendment to Amended and Restated Credit Agreement dated as of July 21, 2006, (b) that certain Second Amendment to Amended and Restated Credit Agreement dated as of February 28, 2007, (c) that certain Consent and Third Amendment to Amended and Restated Credit Agreement dated as of March 20, 2007, (d) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 23, 2007, (e) that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of November 29, 2007, (f) that certain Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of October 7, 2008, (g) that certain Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of April 6, 2009 and (h) that certain First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement dated as of June 29, 2009, and as the same hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”);

WHEREAS, Agent and the Lenders have been made aware that certain Events of Default have occurred and are continuing pursuant to (i) Section 7.1(c) of the Credit Agreement as a result of Borrower’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009, (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 and (C) the Interest Coverage Ratio covenant set forth in Section 6.4 of the Credit Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 and (ii) Section 7.1(e) of the Credit Agreement as a result of corresponding events of default under the Subordinated Indebtedness Documents (the Events of Default specified in clauses (i) and (ii), collectively, the

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“Designated Events of Default”);

WHEREAS, Borrower has requested that Agent and the Lenders (a) agree to waive the Designated Events of Default and (b) agree to amend the Credit Agreement in certain respects as set forth herein; and

WHEREAS, Agent and the Lenders are willing to make the foregoing waiver and amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. Limited Waiver. Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section 5 hereof, and in reliance upon the representations and warranties of the Borrower set forth in the Credit Agreement and in this Amendment, Agent and Required Lenders hereby waive the Designated Events of Default. The foregoing is a limited waiver and the execution and delivery of this Amendment does not (a) constitute a waiver of any term or provision of the Loan Documents, except as expressly set forth above, or (b) constitute a waiver by Agent or any Lender of any of its other rights or remedies under the Loan Documents (all such rights and remedies being expressly reserved).

3. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, the Credit Agreement is hereby amended as follows:

(a) Section 1.1(b). The last sentence of Section 1.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The foregoing notwithstanding, in no event shall the Maximum Revolving Loan Balance exceed an amount equal to the sum from time to time of (x) $4,504,743, plus (y) the undrawn amount of the Capital Call Agreement (the “Revolver Cap”) until such time, if any, as the Senior Leverage Ratio (as calculated in the manner set forth in Exhibit 4.2(b)), recomputed to reflect a ratio of Senior Indebtedness (as defined in Exhibit 4.2(b)) as of the applicable date to Adjusted EBITDA (as defined in Exhibit 4.2(b)) for the twelve-month period ending as of the last day of the most recent month for which financial statements have been delivered, shall be below 4.00 to 1.00.”

(b) Section 1.1(c). The second sentence of Section 1.1(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The aggregate amount of Letter of Credit Participation Liability with respect to all Lender Letters of Credit and Letter of Credit Participation Agreements outstanding at any time shall not exceed $5,000,000.”

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(c) Section 1.1(c). Section 1.1(c) of the Credit Agreement is hereby further amended by inserting the following sentence to the end of the first paragraph of such subsection:

“If (i) any Lender is a Non-Funding Lender or Agent determines that any of the Lenders is an Impacted Lender and (ii) the reallocation of that Non-Funding Lender’s or Impacted Lender’s Lender Letter of Credit Obligations to the other Lenders with a Revolving Loan Commitment would reasonably be expected to cause the Lender Letter of Credit Obligations and Revolving Loans of any Lender to exceed its Revolving Loan Commitment, taking into account the amount of outstanding Revolving Loans and expected advances of Revolving Loans as determined by Agent, then neither Agent nor any Affiliate of Agent shall have a duty to issue or renew any Lender Letter of Credit or Letter of Credit Participation Agreement unless the Non-Funding Lender or Impacted Lender has been replaced, the Lender Letter of Credit Obligations of that Non-Funding Lender or Impacted Lender shall have been cash collateralized, or the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Lender Letter of Credit Obligations will be covered by all Lenders with a Revolving Loan Commitment who are not Non-Funding Lenders or Impacted Lenders.”

(d) Section 1.1(c). Section 1.1(c) of the Credit Agreement is hereby further amended by deleting the second paragraph thereof in its entirety and substituting the following paragraph in lieu thereof:

“The Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse the Agent immediately for any amounts paid by the Agent (or Affiliate of the Agent) under any Lender Letter of Credit or Letter of Credit Participation Agreement. All amounts paid by the Agent (or Affiliate of the Agent) with respect to any Lender Letter of Credit or Letter of Credit Participation Agreement that are not immediately repaid by the Borrower with the proceeds of a Revolving Loan or otherwise shall bear interest at the interest rate then applicable to Revolving Loans, calculated using the Base Rate and the Applicable Margin then in effect. The Borrower hereby authorizes and directs the Lenders with Revolving Loan Commitments (or if the Revolving Loan Commitments have terminated, who had a Revolving Loan Commitment at the time of such termination), at the Agent’s option, to make a Revolving Loan in the amount of any payment made by the Agent (or Affiliate of the Agent) with respect to any Lender Letter of Credit or Letter of Credit Participation Agreement. If no Lender is a Non-Funding Lender, each Lender agrees to fund its Commitment Percentage of any Revolving Loan made pursuant to this subsection 1.1(c) and, if no such Revolving Loans are made, each Lender with a Revolving Loan Commitment (or if the Revolving Loan Commitments have terminated, who had a Revolving Loan Commitment at the time of such termination) agrees to purchase, and shall be deemed to have purchased on the date on which it pays to the Agent its ratable portion of any payments made by the Agent (or Affiliate of the Agent), a

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participation in such Lender Letter of Credit or Letter of Credit Participation Agreement in an amount equal to its ratable share of such Lender Letter of Credit or Letter of Credit Participation Agreement based upon the Revolving Loan Commitments then in effect (or which were in effect at the time the Revolving Loan Commitments terminated) and each Lender agrees to pay to the Agent promptly such share. If any Lender is a Non-Funding Lender, (x) that Non-Funding Lender’s Lender Letter of Credit Obligations shall be reallocated to and assumed by the other Lenders pro rata in accordance with their Commitment Percentages of the Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Lender’s Commitment Percentage had been increased proportionately), and (y) each Lender with a Revolving Loan Commitment that is not Non-Funding Lender agrees to fund its ratable portion (as increased in accordance with the reallocation and assumption required by clause (x) above) of any Revolving Loan made pursuant to the this subsection 1.1 (c) and, if no Revolving Loans are made, each such Lender agrees, upon written notice from the Agent thereof, to purchase, and shall be deemed to have purchased on the date on which it pays to the Agent its pro rata share (as increased in accordance with the reallocation and assumption required by clause (x) above) of any payments made by the Agent (or Affiliate of the Agent) under such Lender Letter of Credit or Letter of Credit Participation Agreement, a participation in such Lender Letter of Credit or Letter of Credit Participation Agreement in an amount equal to its pro rata share (as determined above) of such Lender Letter of Credit or Letter of Credit Participation Agreement; provided that no Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Loans and outstanding Lenders Letter of Credit Obligations exceeding its Revolving Loan Commitment. The obligations of each Lender set forth in this paragraph shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 2.2 hereof.”

(e) Section 1.8(g). Section 1.8(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(g) Refunding Swing Line Loans. With respect to any outstanding Swing Line Loans incurred in accordance with the terms of this Agreement (for the sake of clarity, any Swing Line Loans incurred without the prior written consent of Required Revolving Lenders as required pursuant to subsection 1.1 (d) after the Borrower or Agent gives notice to Swing Line Lender of an Event of Default, and any Swing Line Loans made in excess of the Swing Line Commitment at the time of making of such Swing Line Loan shall not be deemed to be Swing Line Loans incurred in accordance with the terms of this Agreement), if no Lender with a Revolving Loan Commitment is a Non-Funding Lender, at the request of the Swing Line Lender in its sole and absolute discretion, the Swing Line Lender may, at any time, and is hereby authorized and empowered by the Borrower to, request a Borrowing of Revolving Loans to be made for the purpose of repaying

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such Swing Line Loans by delivering to the Agent (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m. (Chicago time), one (1) Business Day prior to the proposed Borrowing date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders with Revolving Loan Commitments to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing date in an aggregate amount equal to the amount of the Swing Line Loans requested to be paid (the “Refunded Swing Line Loans”). If any Lender with a Revolving Loan Commitment is a Non-Funding Lender, that Non-Funding Lender’s reimbursement obligations with respect to the Swing Line Loans shall be reallocated to and assumed by the other Lenders with Revolving Loan Commitments pro rata in accordance with their Commitment Percentages of the Revolving Loans (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and the Commitment Percentage of each other Lender with a Revolving Loan Commitment had been increased proportionately). If any Lender with a Revolving Loan Commitment is a Non-Funding Lender, upon receipt of the notice described above, each Lender with a Revolving Loan Commitment that is not a Non-Funding Lender will be obligated to pay to Agent for the account of the Swing Line Lender its pro rata share of the outstanding Swing Line Loans (increased as described above); provided that no such Lender shall be required to fund any amount which would result in the sum of its outstanding Revolving Loans, outstanding Lender Letter of Credit Obligations (increased as described in subsection 1.1(c)), amount of its participation in Swing Line Loans and its pro rata share of unparticipated amounts in Swing Line Loans (increased as described above) to exceed its Revolving Loan Commitment. Upon receipt of any such notice, the Agent will promptly notify each Lender with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) thereof (which notice shall be given either telephonically (promptly confirmed thereafter by telecopy) or by telecopy). Whether or not the conditions set forth in Section 2.2 or any other condition set forth in this Agreement have been satisfied, and notwithstanding any termination or reduction of the Revolving Loan Commitments, no later than 3:00 p.m. (Chicago time) on the requested Borrowing date, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender, which shall be deemed to have funded its portion of the Revolving Loan requested through a book entry reduction of an equal amount of the outstanding Swing Line Loans) will make available to the Agent an amount, in Dollars in immediately available funds, equal to the amount of the Revolving Loans to be made by such Lender. To the extent the Lenders with Revolving Loan Commitments have made such amounts available to the Agent as provided hereinabove, the Agent will make the aggregate of such amounts available to the Swing Line Lender in like funds as received by the Agent, which shall apply such amounts in repayment of the Refunded Swing Line Loans.

If any Lender (other than a Non-Funding Lender) with a Revolving Loan Commitment fails for any reason whatsoever (other than with respect to Swing

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Line Loans not incurred in accordance with the terms of this Agreement as described in the preceding paragraph) to make a Revolving Loan when requested by the Swing Line Lender pursuant to this subsection 1.8(g), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line Lender, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Line Loans and pay to the Swing Line Lender an amount equal to its Commitment Percentage (based on the Revolving Loan Commitments of the Lenders or, if the Revolving Loan Commitments shall have been terminated, the Revolving Loan Commitments immediately prior to such termination) of the aggregate principal amount of Swing Line Loans that were to have been paid with Revolving Loans. Each such Lender with a Revolving Loan Commitment that so purchases a participation in a Swing Line Loan shall thereafter be entitled to receive its pro rata share (based on the amount of such Lender’s participation interest in the Swing Line Loans that were to have been paid with Revolving Loans) of each payment of principal received on such Swing Line Loans and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Swing Line Loan. The several obligations of the Lenders with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) under this subsection 1.8(g) shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any such Lender may have or have had against the Borrower, any other Lender or any other Person whatsoever. Without limiting the generality of the foregoing, each payment made by a Lender with a Revolving Loan Commitment (or, if such Revolving Loan Commitments shall have been terminated, with a Revolving Loan Commitment immediately prior to such termination) under this subsection 1.8(g) shall be made without any offset, abatement, withholding or reduction whatsoever.”

(f) Section l.ll(c). Section l.ll(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c) The failure of any Lender to make any Loan on any date of Borrowing or to otherwise reimburse the Agent for the incurrence of Lender Letter of Credit Obligations, as required pursuant to this Agreement, shall not relieve any other Lender of any obligation hereunder to make a Loan on the date of such Borrowing or to otherwise reimburse the Agent for the incurrence of such Lender Letter of Credit Obligations, but, other than as expressly set forth herein, no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing or to otherwise reimburse the Agent for the incurrence of Lender Letter of Credit Obligations. Without limiting the generality of the foregoing, each Lender shall be obligated to fund its Commitment Percentage of any Revolving Loan made after any acceleration of the Obligations with respect to any draw on any Lender Letter of Credit or any payment made under any Letter of Credit Participation Agreement.”

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(g) Section l.ll(d). Section l.ll(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(d) Provided that such Lender has made all payments required to be made by it under this Agreement and is otherwise not a Non-Funding Lender, the Agent will pay to such Lender, by wire transfer to such Lender’s account (as specified by such Lender on such Lender’s respective signature page to this Agreement or the applicable Assignment and Acceptance) such Lender’s Commitment Percentage of principal, interest, Commitment Fees and Letter of Credit Participation Fees, in each instance, received by the Agent, promptly after the Agent’s receipt thereof. To the extent any Lender is a Non-Funding Lender, Agent shall be entitled to set off any funding shortfall against any Non-Funding Lender’s Commitment Percentage of all payments received from the Borrower and hold, in a non-interest bearing account, all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral for any unfunded reimbursement obligations of such Non-Funding Lender until the Obligations are paid in full in cash, all Letter of Credit Participation Liability have been discharged or cash collateralized and all Commitments have been terminated, and upon such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be, or have its Loans and Commitments included in the determination of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document. Moreover, for purposes of determining Required Lenders and calculating the amount of the Commitment Fee, the Loans and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding.”

(h) Sections 2.2(b) and 2.2(c). Sections 2.2(b) and 2.2(c) are hereby amended and restated in their entirety to read as follows:

“(b) Continuation of Representations and Warranties. The representations and warranties made by the Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such Borrowing date, continuation date, Conversion Date or issuance date, with the same effect as if made on and as of such Borrowing date, continuation date, Conversion Date or issuance date (except to the extent such representations and warranties (i) expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) are not true and correct due to events or conditions, the occurrence or existence of which are not prohibited by this Agreement or the other Loan Documents and which do not, in

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and of themselves, constitute a Default or an Event of Default, or (iii) are qualified by materiality, contain dollar thresholds or have Material Adverse Effect qualifiers, in which case, such representations and warranties shall be true and correct in all respects); and

(c) No Existing Default. No Default or Event of Default shall exist or shall result from such Borrowing, continuation, conversion or issuance.”

(i) Section 4.1(a). Section 4.1 (a) of the Credit Agreement is hereby amended by deleting the proviso at the end thereof in its entirety and substituting the following in lieu thereof:

“provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 shall be delivered no later than September 30, 2009.”

(j) Section 4.2(a). Section 4.2(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Borrower agrees to deliver to the Agent no later than Tuesday of each week, commencing on the first Tuesday following the Ninth Amendment Effective Date and ending as of December 31, 2010 a rolling thirteen (13) week cash flow forecast on a consolidated basis for Holdings, Borrower and their Subsidiaries, together with a comparison of the corresponding figures for the corresponding periods of the previous week contained in the thirteen (13) week cash flow forecast for such previous week, which shall all be in form and detail reasonably satisfactory to the Agent (the Agent hereby acknowledges that the form and detail of the rolling thirteen (13) week cash flow forecasts previously delivered to the Agent are satisfactory) and shall be certified on behalf of Borrower by a Responsible Officer of Borrower.”

(k) Section 4.2(e). Section 4.2(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(e) (i) together with each delivery of financial statements pursuant to subsection 4.1(b), a management report, in reasonable detail, signed by the chief financial officer or controller of the Borrower, describing the operations and financial condition of the Borrower and its Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) together with each delivery of financial statements pursuant to subsections 4.1 (a) and (b), a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 4.2(g) and discussing the reasons for any significant variations;”

(l) Section 4.10. Section 4.10 of the Credit Agreement is hereby amended and

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restated in its entirety to read as follows:

“4.10 Use of Proceeds. The Borrower shall use the proceeds of the Loans solely as follows: (a) first, to pay a portion of the costs and expenses of the Related Transactions and costs and expenses required to be paid pursuant to Section 2.1, (b) second, on the Restatement Effective Date, to make a dividend to Holdings, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the shares of capital stock of Holdings being repurchased pursuant to the Restatement Effective Date Transactions, (c) third, for financing the purchase price of, and the costs and expenses incurred in connection with, Permitted Acquisitions to the extent permitted by clause (g) of the definition thereof, and (d) fourth, for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of this Agreement, which such proceeds are reasonably anticipated by Borrower to be used and expended within three (3) Business Days of such Borrowing; provided, however, in no event may proceeds of Revolving Loans be used, directly or indirectly, to make an optional prepayment of the Term Loan. The Borrower shall use the proceeds of the Subordinated Indebtedness evidenced by the Subordinated Notes solely as follows: (a) first, to pay a portion of the costs and expenses of the Related Transactions and costs and expenses required to be paid pursuant to Section 2.1, and (b) second, on the Restatement Effective Date, to make a dividend to Holdings, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the shares of capital stock of Holdings being repurchased pursuant to the Restatement Effective Date Transactions.”

(m) Section 5.5(g). Section 5.5(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(g) Subordinated Indebtedness not to exceed the original principal amount of the sum of (i) $35,225,000 plus (ii) the aggregate original principal amount not to exceed $2,500,000 of Indebtedness, if any, from time to time advanced pursuant to the Capital Call Agreement, in each case, as the same may be increased due to capitalized interest, evidenced by the Subordinated Notes;”

(n) Section 5.5(i). Section 5.5(i) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the phrase “[Reserved]” in lieu thereof.

(o) Section 5.6(b). Section 5.6(b) of the Credit Agreement is hereby amended by inserting the following proviso at the end thereof:

“provided, further, that in no event shall the Borrower or such Subsidiary perform or provide any material management, consulting, administrative or similar services to or for any Person other than the Borrower or a Subsidiary of the Borrower or a customer in the Ordinary Course of Business”

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(p) Section 5.7. Sections 5.7(c) and 5.7(d) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“(c) payment of directors’ fees in an aggregate amount not to exceed $50,000 in any fiscal quarter of the Borrower commencing after the Ninth Amendment Effective Date and reimbursement of actual, reasonable, out-of-pocket expenses incurred in connection with attending board of director meetings, in each case to individuals who are not employees, consultants or independent contractors of the Borrower, any of its Subsidiaries, the Sponsor, or any of their respective Affiliates (including, with respect to the Sponsor, any Controlled Investment Affiliates);

(d) payment of management fees to Sponsor and its Controlled Investment Affiliates pursuant to the Management Agreement, as in effect on the Ninth Amendment Effective Date, not to exceed, in the aggregate, per annum, the greater of (i) $1,500,000 or (ii) five percent (5%) of EBITDA for the applicable calendar year, payable in equal quarterly installments as provided in the Management Agreement, as in effect on the Ninth Amendment Effective Date, together with reimbursement of actual, reasonable, out-of-pocket expenses and payment of customary investment banking fees in connection with Permitted Acquisitions and financings pursuant to the Management Agreement, as in effect on the Ninth Amendment Effective Date; provided, that no other investment banking fees (other than customary brokers’ fees) have been or will be paid by the Borrower or its Subsidiaries in connection with any such Permitted Acquisition or financing; provided, further, however, that (A) if payments of principal, interest or other amounts due and owing to the Lenders hereunder are not being paid when due, (B) upon notice from the Agent that any Event of Default under subsections 4.1, 4.2(b) or 7.1(c) has occurred and is continuing or would arise as a result of such payment (or automatically while any Event of Default under subsections 7.1(a), 7.1(f), 7.1(g) or 7.1(m)(iv) has occurred and is continuing or would arise as a result of such payment), or (C) the Borrower has elected to pay the entire amount of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in kind (and not in cash) at the interest rate of 16% per annum on and prior to the Ninth Amendment Effective Date and 17% per annum thereafter, in each case, in accordance with Section 1.1 of the Subordinated Loan Agreement, the fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall not be paid; and provided, further, however, that no such fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall be paid during the period commencing on the Ninth Amendment Effective Date and continuing until December 31, 2009. Notwithstanding the foregoing, such fees and expenses shall continue to accrue during such period and any such accrued fees and expenses may later be paid (for purposes of clarification, no sooner than on December 31, 2009), but only to the extent that (A) both before and after giving effect to any such payment, (i) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof,

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shall be less than 2.50 to 1.00 for all proposed payment dates on or prior December 31, 2010 and 3.00 to 1.00 thereafter and (2) the Fixed Charge Coverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be higher than 1.10 to 1.00 (the events in the foregoing clauses (1) and (2) are referred to collectively as the “Distribution Trigger”) and (B) the Borrower shall have previously paid in cash to the Subordinated Lenders the portion of the interest accruing on the Subordinated Notes at the rate of 12% per annum for the interest period from January 1, 2009 through the date of such proposed payment and provided that the remainder of such interest (i.e., 4% per annum on and prior to the Ninth Amendment Effective Date and 5% per annum thereafter) accruing during such period shall have been capitalized and added to the outstanding principal amount of the Subordinated Notes at the end of each fiscal quarter ending during such period (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses (including any amounts which have been compounded or otherwise capitalized) be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing); and”

(q) Section 5.11(g)(i). Section 5.11(g)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i) unless the Borrower shall have exercised its option under Section 1.1 of the Subordinated Loan Agreement to make all payments of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in-kind (and not in cash), make cash payments of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes to the extent permitted under, and subject to the terms and conditions set forth in, the Subordination Agreement,”

(r) Section 5.11(h). Section 5.11(h) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the phrase “[Reserved]” in lieu thereof.

(s) Section 5.11(i). Section 5.11(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Elite Deferred Payment and/or the Elite Earn-Out Obligation in accordance with the provisions of Sections 1.2(c) and 1.2(e) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of any Elite Deferred Payment and/or Elite Earn-Out Obligation:

(A) prior to the making of such payment, Agent shall have received (i) written notice from Borrower of Borrower’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or

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by Borrower or any of its Subsidiaries under the Elite Acquisition Agreement in respect thereof, and (iii) a certificate by a Responsible Officer stating Borrower and its Subsidiaries are in compliance with the terms hereof and of the Elite Acquisition Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Elite Acquisition Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of Agent);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payment, the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Article VI of the Credit Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Credit Agreement after giving effect thereto as if such payment was made during the period covered thereby);

(E) after giving effect to the making of such payment, the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 2.50 to 1.00; and

(F) after giving effect to the making of such payment, Availability is not less than $3,000,000.”

(t) Section 6.2. Section 6.2 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“6.2 Senior Leverage Ratio. The Borrower shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage Ratio
March 31, 2006	3.50 to 1.00
June 30, 2006	3.50 to 1.00
September 30, 2006	3.50 to 1.00
December 31, 2006	3.50 to 1.00
March 31, 2007	3.35 to 1.00
June 30, 2007	3.50 to 1.00
September 30, 2007	3.50 to 1.00

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December 31, 2007	3.50 to 1.00
March 31, 2008	3.25 to 1.00
June 30, 2008	3.00 to 1.00
September 30, 2008	3.35 to 1.00
December 31, 2008	3.35 to 1.00
March 31, 2009	3.25 to 1.00
June 30, 2009	3.20 to 1.00
March 31, 2010	7.50 to 1.00
June 30, 2010	6.50 to 1.00
September 30, 2010	6.25 to 1.00
December 31, 2010	5.50 to 1.00
March 31, 2011 and the last day of each fiscal quarter thereafter	2.50 to 1.00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(u) Section 6.3. Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“6.3 Fixed Charge Coverage Ratio. The Borrower shall not permit its Fixed Charge Coverage Ratio for the twelve month period (unless otherwise noted in the table below) ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge Ratio
March 31, 2006	1.10 to 1.00
June 30, 2006	1.10 to 1.00
September 30, 2006	1.10 to 1.00
December 31, 2006	1.10 to 1.00
March 31, 2007	1.10 to 1.00
June 30, 2007	1.10 to 1.00
September 30, 2007	1.10 to 1.00
December 31, 2007	1.10 to 1.00
March 31, 2008	1.15 to 1.00
June 30, 2008	1.15 to 1.00
September 30, 2008	1.10 to 1.00

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December 31, 2008	1.10 to 1.00
March 31, 2009	1.10 to 1.00
June 30, 2009	1.10 to 1.00
March 31, 2010 (for the	1.00 to 1.00
seven month period commencing on
September 1, 2009 through and including
March 31, 2010)
June 30, 2010 (for the	1.05 to 1.00
ten month period commencing on
September 1, 2009 through and including
June 30, 2010)
September 30, 2010	1.10 to 1.00
December 31, 2010	1.05 to 1.00
March 31, 2011 and the last day of each fiscal	1.10 to 1.00
quarter thereafter

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(v) Section 6.4. Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“6.4 Interest Coverage Ratio. The Borrower shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	2.25 to 1.00
June 30, 2006	2.25 to 1.00
September 30, 2006	2.35 to 1.00
December 31, 2006	2.40 to 1.00
March 31, 2007	2.45 to 1.00
June 30, 2007	2.25 to 1.00
September 30, 2007	2.25 to 1.00
December 31, 2007	2.25 to 1.00

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March 31, 2008	2.25 to 1.00
June 30, 2008	2.35 to 1.00
September 30, 2008	2.00 to 1.00
December 31, 2008	2.00 to 1.00
March 31, 2009	2.10 to 1.00
June 30, 2009	2.10 to 1.00
March 31, 2010 (for the seven month period commencing on September 1, 2009 through and including March 31, 2010)	1.25 to 1.00
June 30, 2010 (for the ten month period commencing on September 1, 2009 through and including June 30, 2010)	1.25 to 1.00
September 30, 2010	1.25 to 1.00
December 31, 2010	1.25 to 1.00
March 31, 2011 and the last day of each fiscal quarter thereafter	2.30 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(w) Section 9.8(a). Section 9.8(a) of the Credit Agreement is hereby amended by deleting the proviso at the end of such paragraph in its entirety and substituting the following in lieu thereof:

“provided, however, notwithstanding anything to the contrary contained herein, any assignment or delegation by a Non-Funding Lender shall be subject to and require the prior written consent of the Agent in all instances; and provided further, however, in all instances, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until:”

(x) Section 9.8. Section 9.8 of the Credit Agreement is hereby amended by inserting the following subsection 9.8(i) at the end of such Section 9.8:

“(i) Notwithstanding anything to the contrary in the foregoing, with respect to

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a Non-Funding Lender or an Impacted Lender, the Borrower or Agent may obtain a Replacement Lender (as defined herein) and execute an assignment on behalf of such Non-Funding Lender or an Impacted Lender at any time and without prior notice to such Non-Funding Lender or an Impacted Lender and cause its Loans and Commitments to be sold and assigned at par.”

(y) Section 9.10. Section 9.10 of the Credit Agreement is hereby amended by inserting the following sentence after the final sentence of such section:

“If a Non-Funding Lender or Impacted Lender holds any such balance or Property or otherwise receives any such payment for the account of the Borrower or any of its Subsidiaries, such Lender shall turn over such balances, Property or payments to the Agent in an amount that would satisfy the cash collateral requirements set forth in subsection l.ll(d).”

(z) Section 9.22. Section 9.22 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“9.22 Replacement of Lender. Within forty-five (45) days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; (ii) any default by a Lender in its obligation to make Loans hereunder after all conditions thereto have been satisfied (including, without limitation, any Lender becoming a Non-Funding Lender, or the Agent determinates that any Lender is an Impacted Lender), provided such default shall not have been cured; or (iii) any failure by any Lender to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender having Revolving Loans or Term Loan or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower may, at its option, notify the Agent and such Affected Lender, Non-Funding Lender, Impacted Lender, or such defaulting or non-consenting Lender, as the case may be, of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, Non-Funding Lender, Impacted Lender, or such defaulting or non-consenting Lender, as the case may be, which Replacement Lender shall be reasonably satisfactory to the Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, such Affected Lender, Non-Funding Lender, Impacted Lender, or defaulting or non-consenting Lender, as the case may be, shall sell and assign its Loans and Commitments to such Replacement Lender, at par, provided that the Borrower has reimbursed such Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 9.8 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section

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9.22 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 9.22 and Section 9.8. Upon any such assignment and payment and compliance with the other provisions of Section 9.8, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive as to such replaced Lender.”

(aa) Section 11.1. Section 11.1 of the Credit Agreement hereby is amended by substituting the following definitions of the terms set forth below in lieu of the current versions of such definitions contained in Section 11.1 of the Credit Agreement:

““Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of $20,000,000, as such amount was reduced to $15,000,000 effective as of the Forbearance Effective Date and as such amount shall be further reduced to $10,000,000 effective as of the Ninth Amendment Effective Date, and as such amount may be further reduced from time to time pursuant to this Agreement.”

““Applicable Margin” means, (a) if a Base Rate Loan, five percent (5.00%) per annum and (b) if a LIBOR Rate Loan, six and one quarter percent (6.25%) per annum. Notwithstanding anything herein to the contrary, Swing Line Loans may not be LIBOR Rate Loans.”

““Loan Documents” means this Agreement, the Notes, the Subordination Agreement, the Capital Call Agreement, the Fee Letter, the Limited Guaranty, the Collateral Documents and all documents delivered to the Agent and/or any Lender in connection with any of the foregoing.”

““Subordinated Notes” means (a) those certain 17% Senior Subordinated Notes dated as of the Restatement Effective Date, issued by the Borrower to the Subordinated Lenders in the original aggregate principal amount of $25,100,000 and (b) those certain 17% Senior Subordinated Notes dated as of the Ninth Amendment Effective Date, issued by the Borrower to the Sponsor and Andrew Clarke in the original aggregate principal amount of $10,125,000 and (c) those certain 17% Senior Subordinated Notes from time to time issued pursuant to the Capital Call Agreement, in each case, as the same may be amended, supplemented, restated or otherwise modified from time to time as permitted by the Subordination Agreement and this Agreement, including any notes issued in exchange or substitution thereafter.”

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(bb) Section 11.1. Section 11.1 of the Credit Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Capital Call Agreement” means that certain Capital Call Agreement, dated as of the Ninth Amendment Effective Date, by and among the Sponsor, Borrower and Holdings in favor of the Agent, on behalf of the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.”

““Impacted Lender” means any Lender that fails to promptly provide Agent, upon Agent’s request, satisfactory assurance that such Lender will not become a Non-Funding Lender.”

““Lender Letter of Credit Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of the Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the issuance of Lender Letters of Credit and Letter of Credit Participation Agreements by the Agent (or an Affiliate of the Agent) or the purchase of a participation as set forth in Section 1.1(c) with respect to any Lender Letter of Credit or Letter of Credit Participation Agreements. The amount of such Lender Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders thereupon or pursuant thereto.”

““Lender-Related Distress Event” means, with respect to any Lender or any Person that directly or indirectly controls such Lender (each a “Distressed Person”), (a) a voluntary or involuntary case with respect to such Distressed Person under the Bankruptcy Code or any similar bankruptcy laws of its jurisdiction of formation, (b) a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, (c) such Distressed Person is subject to a forced liquidation, merger, sale or other change of majority control supported in whole or in part by guaranties or other support (including, without limitation, the nationalization or assumption of majority ownership or operating control by) the U.S. government or other Governmental Authority, or (d) such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of “Affiliate”.”

““Ninth Amendment” means the Waiver and Ninth Amendment to Credit Agreement dated as of the Ninth Amendment Effective Date among Holdings, the Borrower, Elite, Panther Sub, Integres, Integres Sub, Agent and the Lenders.”

““Ninth Amendment Effective Date” means August    , 2009.” ““Non-Funding Lender” means any Lender (a) that has failed to fund any

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payments required to be made by it under any Loan Document within two (2) Business Days after any such payment is due, (b) that has given verbal or written notice to Borrower, Agent or any Lender or has otherwise publicly announced that such Lender believes it will fail to fund all payments required to be made by it or fund all purchases of participations required to be funded by it under this Agreement and the other Loan Documents, (c) as to which Agent has a good faith belief that such Lender has defaulted in fulfilling its obligations (as a lender or agent) under one or more other syndicated credit facilities or (d) with respect to which one or more Lender-Related Distress Events has occurred with respect to such Person or any Person that directly or indirectly controls such Lender and Agent has determined that such Lender may become a Non-Funding Lender. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate.”

(cc) Section 11.3(c). Section 11.3(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c) If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, the Agent and the Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; and, provided further, until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this subsection 11.3(c), the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with GAAP as in effect immediately prior to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, Borrower, or any of their respective Subsidiaries at “fair value”, as defined therein.”

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(dd) Exhibit 1.8(e). Exhibit 1.8(e) to the Credit Agreement is hereby amended by amending and restating the last deduction in the calculation of prepayment amount in its entirety to read as follows:

“Less: Voluntary principal prepayments of the Term Loan actually paid in cash (to the extent not made with the proceeds of any Subordinated Indebtedness) and permanent reductions of the Revolving Loan Commitment that are accompanied by a cash payment equal to such reduction $            ”

(ee) Exhibit 4.2(b). The calculation of EBITDA in Exhibit B to Exhibit 4.2(b) to the Credit Agreement is hereby amended by adding the following add-back and note at the end thereof:

“Plus: Severance payments and other non-recurring restructuring costs and pro forma cost savings as are reasonably acceptable to Agent based upon data presented to Agent to its reasonable satisfaction to the extent deducted in calculating net income (or loss) for such period $            

For all purposes, EBITDA for the months ending on the dates set forth below shall be deemed increased by the following amounts:

January 31, 2009	$	219,500
February 28, 2009	$	193,000
March 30, 2009	$	134,100
April 30, 2009	$	123,365
May 31, 2009	$	56,410
June 30, 2009	$	31,410
July 31, 2009	$	18,333
August 31, 2009	$	10,000
September 30, 2009	$	10,000	”

(ff) Exhibit 4.2(b). The calculation of Adjusted Indebtedness set forth in Exhibit B to Exhibit 4.2(b) to the Credit Agreement is hereby amended by amending and restating the first line item thereof to read as follows:

“Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to August 31, 2010, the average of the Revolving Loan balance $            ”

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as of the last day of each calendar month since the Ninth Amendment Effective Date)

4. Financial Covenants. During the period from the date hereof through December 31, 2009, the requirements of Borrower to comply with the financial performance covenants set forth in Article VI of the Credit Agreement for the twelve month measurement periods ending on September 30, 2009 and December 31, 2009 are hereby suspended. Such covenant compliance requirements shall be automatically reinstated with full force and effect for all periods commencing with the twelve month period ending March 31, 2010 and thereafter, in accordance with the terms of the Credit Agreement. Notwithstanding the foregoing, Borrower shall continue to compute and report the results of such financial performance covenants in its Compliance Certificate for each measurement period in 2009.

5. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties, Agent and Required Lenders;

(b) delivery to Agent of evidence in form and substance reasonably satisfactory to Agent of corresponding waivers and amendments to the Subordinated Loan Agreement by the Loan Parties and the Subordinated Lenders;

(c)(i) receipt by Agent on the Ninth Amendment Effective Date of an optional prepayment by Borrower in an amount not less than $6,500,000 (it being agreed that, notwithstanding anything set forth to the contrary in the Credit Agreement or any other Loan Document, such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan in the direct order of their maturity) and (ii) application by Borrower of an additional $3,500,000 to pay transaction costs, repayments of the Revolving Loans and general working capital liquidity needs of Borrower and its Subsidiaries;

(d) receipt by Agent on the Ninth Amendment Effective Date of a non-refundable amendment fee in the amount of $371,490.16, which fee is due and payable in full on the date hereof and shall be distributed by Agent to Lenders signatory to this Amendment promptly after the date hereof in accordance with such Lenders’ pro rata share of the Obligations;

(e) delivery to Agent of evidence in form and substance reasonably satisfactory to Agent of Borrower’s receipt of at least $10,000,000 of the proceeds of the Subordinated Indebtedness advanced not more than three (3) Business Days prior to the Ninth Amendment Effective Date;

(f) receipt by Agent of the Reaffirmation of and Fifth Amendment to Subordination Agreement by each Loan Party, each Subordinated Lender and the Agent;

(g) receipt by Agent of the Capital Call Agreement by Sponsor, Borrower and

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Holdings;

(h) receipt by Agent of certified copies of the Subordinated Indebtedness Documents of even date hereof which shall be in form and substance reasonably satisfactory to Agent; and

(i) receipt by Agent of all accrued and unpaid reasonable fees, costs and expenses due to Agent and Lenders in connection with the negotiation, execution and delivery of this Amendment and any related document.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to Agent and each Lender as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) after giving effect to the waiver set forth in Section 2 of this Amendment, no Default or Event of Default exists.

7. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. The Credit Agreement and other Loan Documents remain unmodified and in full force and effect.

8. References. Any reference to the Credit Agreement contained in any document, instrument or agreement executed in connection with the Credit Agreement, including, without limitation, any Loan Document, shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

9. Counterparts. This Amendment may be executed and delivered via facsimile

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with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Agent and the Lenders and their successors and assigns.

11. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

13. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

14. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. Effective as of the Ninth Amendment Effective Date, the Limited Guaranty, dated as of April 6, 2009, by and between the Sponsor and the Agent, as now in effect, is hereby terminated and without further force or effect.

– Remainder of Page Intentionally Blank; Signature Page Follows –

23

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
INTEGRES SUB:		ELITE:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation		ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO

Signature Page to Waiver and Ninth Amendment

AGENT AND LENDERS:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent
By:	/s/ Brian E. Sommerfeld
Name:
Title:	Duly Authorized Signatory

Signature Page to Waiver and Ninth Amendment

OFS Funding, LLC

By:	Orchard First Source Capital, Inc.
Its:	Attorney in Fact
By:	/s/ Robert S. Palmer
Name:	Robert S. Palmer
Title:	Managing Director

Signature Page to Waiver and Ninth Amendment

OFSI Fund III, Ltd.
	By:	Orchard First Source Capital, Inc.
	Its:	attorney in fact
		By:	/s/ Robert S. Palmer
		Name:	Robert S. Palmer
		Title:	Managing Director

Signature Page to Waiver and Ninth Amendment.

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2005-II

BABSON CLO LTD. 2005-III

BABSON CLO LTD. 2006-I

BABSON MID-MARKET CLO LTD. 2007-II

LOAN STRATEGIES FUNDING LLC, as Lenders

By: Babson Capital Management as

Collateral Manager

By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director

MASSACHUSETTS MUTUAL LIFE

INSURANCE COMPANY, as a Lender

By: Babson Capital Management as

Investment Advisor

By:	/s/ Stephen R.B. Rixham
Name:	Stephen R.B. Rixham
Title:	Director

Signature Page to Waiver and Ninth Amendment

ORIX FINANCE CORP., as a Lender
By:	/s/ Christopher Smith
Name:	Christopher Smith
Title:	Authorized Representative

Signature Page to Waiver and Ninth Amendment

Pangaea CLO 2007-1 LTD.

By Pangaea Asset Management, LLC,

its Collateral Manager

By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

Signature Page to Waiver and Ninth Amendment

Sargas CLO II LTD.

By Pangaea Asset Management, LLC,

its Collateral Manager

By:	/s/ Mark S. Maglaya
Name:	Mark S. Maglaya
Title:	Assistant Secretary

Signature Page to Waiver and Ninth Amendment

M&I MARSHALL & ILSLEY BANK, as a Lender
By:	/s/ Stephen E. Kalmer
Name:	Stephen E. Kalmer
Title:	Vice President

Signature Page to Waiver and Ninth Amendment

Bank of America NA. as successor to LaSalle Bank National Association,

as a Lender

By:	/s/ John P. Wofford
Name:	John P. Wofford
Title:	Vice President

Signature Page to Waiver and Ninth Amendment

ANTARES FUNDING, L.P.
By:	The Bank of New York Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999, as a Lender
	By:	/s/ Paul Raj
	Name:	Paul Raj
	Title:	Vice President

Signature Page to Waiver and Ninth Amendment

NAVIGATOR CDO 2003, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2005, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory
NAVIGATOR CDO 2006, LTD., as a Lender
By:	GE Asset Management Inc., as Collateral Manager
	By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

Signature Page to Waiver and Ninth Amendment

EX-10.11

Exhibit 10.11

MASTER REAFFIRMATION AGREEMENT

This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 11th day of January, 2006, by and among PTHR HOLDINGS, INC., a Delaware corporation (the “Holdings”), PANTHER II TRANSPORTATION, INC., an Ohio corporation (the “Borrower”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Holdings, Borrower and Panther Sub are each referred to herein individually as an “Obligor” and together as the “Obligors”) and ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent ( “Agent” ) for the Lenders party to the Amended and Restated Credit Agreement described below. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.

W I T N E S S E T H:

A. Borrower, Agent and the Lenders have entered into that certain Credit Agreement dated as June 10, 2005 (as heretofore amended, modified and supplemented, including, without limitation, pursuant to that certain First Amendment to Loan Documents dated as of September 21, 2005, and as the same may hereafter be further amended, restated, supplemented or otherwise modified and in effect from time to time, collectively, the “Existing Credit Agreement”), pursuant to which the Lenders made loans and other financial accommodations to the Borrower, subject to the terms and conditions set forth therein.

B. The Obligors previously have reviewed, consented to and executed various agreements, documents and instruments in connection with the Existing Credit Agreement, including, without limitation, those agreements, documents and instruments described on Exhibit A hereto (collectively, the “Existing Collateral Documents”).

C. The Borrower, Agent and the Lenders have agreed to amend and restate the Existing Credit Agreement in its entirety, without constituting a novation, pursuant to that certain Amended and Restated Credit Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”) by and among the Borrower, Agent and the Lenders.

D. Each Obligor shall derive both direct and indirect benefits from the loans and other financial accommodations (collectively, the “Loans”) made pursuant to the provisions of the Amended and Restated Credit Agreement.

E. One of the conditions precedent to Agent and the Lenders entering into the Amended and Restated Credit Agreement is that each Obligor execute and deliver this Agreement to acknowledge and agree that the Existing Collateral Documents, and the liens, security interests and guarantees granted and issued thereunder, secure and guaranty the Obligations and all other obligations, liabilities and indebtedness (collectively, the “Liabilities”) of the Obligors under the Amended and Restated Credit Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned hereby agrees as follows:

1. References Contained in the Existing Collateral Documents. All references in the Existing Collateral Documents to the “Obligations” or any other obligations, liabilities or indebtedness of the Borrower owing from time to time and at any time to Agent and the Lenders shall be deemed to refer to, without limitation, the “Obligations” of the Borrower under, pursuant to and as defined in the Amended and Restated Credit Agreement. All references in the Existing Collateral Documents to the “Credit Agreement” shall be deemed to refer to the Amended and Restated Credit Agreement. All references in the Existing Collateral Documents to the “Loan Documents” shall be deemed to refer to and include, without limitation, the Existing Collateral Documents.

2. Reaffirmation. In connection with the execution and delivery of the Amended and Restated Credit Agreement, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its Property or otherwise acts as an accommodation party or guarantor, as the case may be, in any case under the Existing Collateral Documents, hereby (i) ratifies and reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under each of such Existing Collateral Documents, as amended hereby, to which it is a party, and (ii) to the extent such Person granted Liens on or security interests in any of its Property pursuant to any such Existing Collateral Documents as security for the Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the other Loan Documents, ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests hereafter secure all of the Liabilities of such Person and the other Obligors, as applicable, under the Existing Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Amended and Restated Credit Agreement, and as if each reference in such Existing Collateral Documents, as amended hereby, to the obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Amended and Restated Credit Agreement and the other Loan Documents, including, without limitation, the Existing Collateral Documents, as amended hereby.

Each Obligor acknowledges receipt of a copy of the Amended and Restated Credit Agreement and the Loan Documents executed and delivered in connection therewith and acknowledges that each of the Existing Collateral Documents, as amended hereby, remains in full force and effect and hereby is ratified and confirmed. The execution and delivery of this Agreement, and the performance of the Obligors’ obligations hereunder, shall not (i) operate as a waiver of any right, power or remedy of the Agent or the Lenders, (ii) constitute a waiver of any provision of any of the Existing Collateral Documents, or (iii) constitute a novation of any of the Liabilities or other obligations under the Existing Credit Agreement or the Loan Documents (including, without limitation, the Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Amended and Restated Credit Agreement.

Master Reaffirmation

3. Representations and Warranties.

(a) Each Obligor hereby confirms to the Agent that the representations and warranties set forth in the Existing Collateral Documents, as amended by this Agreement, made by such Obligor are true and correct in all respects as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date), and shall be deemed to be remade as of the date hereof. Each Obligor hereby represents and warrants to the Agent that: (i) such Person has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall be valid, binding and enforceable upon such Person in accordance with its terms; (iii) the execution and delivery of this Agreement do not and shall not contravene, conflict with, violate or constitute a default under (A) the articles or certificate or incorporation, bylaws, code of regulations, partnership agreement, certificate of limited partnership or other constituent documents of such Person, if applicable, or (B) any applicable law, rule, regulation, judgment, decree or order or any agreement, indenture or instrument to which such Person is a party or is bound or which is binding upon or applicable to all or any portion of such Person’s Property and (iv) no Default or Event of Default exists.

(b) In connection herewith, the parties hereto desire to amend and restate the schedules to that certain Security Agreement dated as of June 10, 2005 among Holdings, Borrower, Panther Sub and Agent (the “Existing Security Agreement” ) in their entirety without constituting a novation. Each Obligor hereby represents and warrants to Agent that such schedules attached hereto as Exhibit B are true, correct and complete in all respects as of the date hereof. Delivery of such disclosures shall not relieve or otherwise constitute a waiver by the Agent or any Lender or a cure of any Default or Event of Default under the Existing Credit Agreement resulting in connection with the matters disclosed or a breach of the underlying covenant, representation or warranty (regardless of such disclosure).

4. No Further Amendments; Ratification of Liability; Effect. Except as amended hereby, each of the Existing Collateral Documents shall remain in full force and effect in accordance with their respective terms. Each Obligor hereby ratifies and confirms its liabilities, obligations and agreements under the Existing Collateral Documents, all as amended by this Agreement, and acknowledges that (i) it has no defenses, claims or set-offs to the enforcement by the Agent of such liabilities, obligations and agreements, (ii) Agent and the Lenders have fully performed all obligations to such Persons which Agent and the Lenders may have had or have on and as of the date hereof and (iii) the Agent does not waive, diminish or limit any term, condition or covenant contained in the Existing Collateral Documents.

5. Successors and Assigns. This Agreement shall be binding upon each Obligor and its successors and assigns and shall inure to the benefit of the Agent and the Lenders and their respective successors and assigns; all references herein to the Obligors shall be deemed to include their respective successors and assigns. The successors and assigns of such Persons shall include, without limitation, their respective receivers, trustees or debtors-in-possession.

Master Reaffirmation

6. Further Assurances. Each Obligor hereby agrees from time to time, as and when requested by the Agent, to execute and deliver or cause to be executed and delivered (or otherwise authorized), all such documents, instruments and agreements, including, without limitation, any UCC financing statements (including, without limitation, any initial financing statements or in lieu financing statements), and to take or cause to be taken such further or other action as the Agent may deem necessary or desirable in order to carry out the intent and purposes of this Agreement, the Amended and Restated Credit Agreement and the Loan Documents, in each case as amended hereby.

7. Definitions . All references to the singular shall be deemed to include the plural and vice versa where the context so requires.

8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10. Merger. This Agreement represents the final agreement of each Obligor with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or prior or subsequent oral agreements, between any of the Obligors and the Agent.

11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

12. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

13. No Amendment. Except as amended hereby, the Existing Collateral Documents remain unmodified and in full force and effect.

14. Release. Each Obligor, on its own behalf and on behalf of its representatives, partners, agents, employees, servants, officers, directors, shareholders, subsidiaries, affiliated and related companies, successors and assigns (collectively, the “ Obligor Group ” ), hereby releases and forever discharges the Agent, the Lenders, and their respective officers, directors, subsidiaries, affiliated and related companies, agents, servants, employees, shareholders, representatives, successors, assigns, attorneys, accountants, assets and properties, as the case may be (collectively, the “ Lender Indemnified Group ” ), of and from all manner of actions,

Master Reaffirmation

cause and causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, controversies, agreements, promises, obligations, liabilities, costs, expenses, losses, damages, judgments, executions, claims and demands of whatsoever kind or nature, in law or in equity, whether known or unknown, concealed or hidden, foreseen or unforeseen, contingent or actual, liquidated or unliquidated, arising out of or relating to the Existing Credit Agreement or any of the agreements, documents and instruments executed and delivered in connection therewith or any related matter, cause or thing or any transaction contemplated thereby, that any of the Obligor Group, jointly or severally, has had, now has or hereafter can, shall or may have against the Lender Indemnified Group, or any member thereof, directly or indirectly, through the date hereof.

[Remainder of page intentionally left blank; signature page follows.]

Master Reaffirmation

IN WITNESS WHEREOF, this Agreement has been duly executed by each of the undersigned as of the day and year first set forth above.

OBLIGORS:
PTHR HOLDINGS, INC., a Delaware corporation
By:	[ILLEGIBLE]
Name:
Title:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:
Name:
Title:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:
Name:
Title:

Master Reaffirmation

IN WITNESS WHEREOF , this Agreement has been duly executed by each of the undersigned as of the day and year first set forth above.

OBLIGORS:
PTHR HOLDINGS, INC., a Delaware corporation
By:
Name:
Title:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:

Master Reaffirmation

ACKNOWLEDGED and AGREED to this 11th day of January, 2006
ANTARES CAPITAL CORPORATION, as Agent and as a Lender
By:	/s/ Michael P. King
Name:	Michael P. King
Title:	Director

Master Reaffirmation

EXHIBIT A

Existing Collateral Documents

All capitalized terms used but not elsewhere defined in this Exhibit A shall have the respective meanings ascribed to such terms in the foregoing Agreement. Each of the following agreements, documents and instruments shall be deemed to include any and all amendments, modifications, supplements and restatements thereof.

1. Guaranty dated as of June 10, 2005 by Holdings and Panther Sub in favor of Agent, for the benefit of the Lenders

2. Security Agreement dated as of June 10, 2005 by and among Holdings, Borrower, Panther Sub and Agent, for the benefit of the Lenders

3. Trademark Security Agreement executed by Borrower in favor of Agent, for the benefit of the Lenders, filed with USPTO, Trademark Division, on June     , 2005 at Reel             , Frame         

4. Holdings Pledge Agreement dated as of June 10, 2005 by and between Holdings and Agent, for the benefit of the Lenders

5. Irrevocable Proxy Coupled with Interest issued under the Holdings Pledge Agreement described in #4

6. Borrower Pledge Agreement dated as of June 10, 2005 by Borrower in favor of Agent, for the benefit of the Lenders

7. Irrevocable Proxy Coupled with Interest issued under the Borrower Pledge Agreement described in #6

8. Assignment of Contribution and Share Purchase Agreement dated as of June 10, 2005 by and among Holdings, Acquisition Co. and Agent, for the benefit of the Lenders

9. Deposit Account Control Agreement dated as of June 10, 2005 by and among National City Bank, Borrower and Agent, for the benefit of the Lenders

10. Deposit Account Control Agreement dated as of June 10, 2005 by and among JPMorgan Chase Bank, Holdings and Agent

11. [Ohio Open-End Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower in favor of Agent, for the benefit of the Lenders, recorded with the Office of the Recorder of Deeds of Medina County, Ohio, on             , 2005 at Book                     , Page     ]

Master Reaffirmation

12. UCCfinancing statements, as indicated on the chart below:

UCC Financing Statements

DEBTOR	JURISDICTION	UCC TYPE	FILING DATE	FILING NUMBER
PTHR Holdings, Inc.	Delaware Secretary of State	Blanket	06/08/05	51753665
			06/09/05	OH00090299766
Panther II Transportation, Inc.	Ohio Secretary of State	Blanket	Duplicate	Duplicate
			06/13/05	OH00090380779
			06/09/05	OH00090299211
Panther II, Inc.	Ohio Secretary of State	Blanket	Duplicate	Duplicate
			06/13/05	OH00090380557

Master Reaffirmation

UPDATED SCHEDULES TO EXISTING SECURITY AGREEMENT

See Attached.

Master Reaffirmation

Exhibit B

SCHEDULE I

TO

SECURITY AGREEMENT

UCC Financing Statements; Location of Equipment, Inventory, Goods and Books and

Records; Goods in Possession of Consignees, Bailees, Warehousemen, Agents and

Processors; Debtors’ Legal Names; State of Incorporation; Organizational Identification

Number; Chief Executive Office.

I. DEBTOR: PTHR HOLDINGS, INC.

1	Legal Name of Debtor:	PTHR Holdings, Inc.
2	State of Incorporation:	Delaware
3	Organizational Identification Number:	3966312
4	Chief Executive Office:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
5	Location of Books and Records:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
6	Locations of Equipment, Inventory and Goods:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
8	Jurisdictions For UCC Filings:	Delaware

II. DEBTOR: PANTHER II TRANSPORTATION, INC.

1	Legal Name of Debtor:	Panther II Transportation, Inc.
2	State of Incorporation:	Ohio
3	Organizational Identification Number:	819093
4	Chief Executive Office:	4940 Panther Parkway Seville, Ohio 44273

5	Location of Books and Records:	4940 Panther Parkway Seville, Ohio 44273
6	Locations of Equipment, Inventory and Goods:	4940 Panther Parkway Seville, Ohio 44273
		4920 Panther Parkway Seville, Ohio 44273
		3727 Rose Lake Drive Suite 103 Charlotte, NC 28217
		750 North Orleans St., Suite 407 and Suite 505 Chicago, Illinois 60610
		1197 Farnsworth Street, Suite C Waterville, OH 43566
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	None
8	Jurisdictions For UCC Filings:	Ohio

III. DEBTOR: PANTHER II, INC.

1	Legal Name of Debtor:	Panther II, Inc.
2	State of Incorporation:	Ohio
3	Organizational Identification Number:	855194
4	Chief Executive Office:	4940 Panther Parkway Seville, Ohio 44273
5	Location of Books and Records:	4940 Panther Parkway Seville, Ohio 44273
6	Locations of Equipment, Inventory and Goods:	4940 Panther Parkway Seville, Ohio 44273
		4920 Panther Parkway Seville, Ohio 44273
		3727 Rose Lake Drive Suite 103 Charlotte, NC 28217
		750 North Orleans St., Suite 407 and Suite 505 Chicago, Illinois 60610
		1197 Farnsworth Street, Suite C Waterville, OH 43566
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	None
8	Jurisdictions For UCC Filings:	Ohio

-2-

SCHEDULE II

TO

SECURITY AGREEMENT

Tradenames and Fictitious Names

(Present and Past Five Years)

1	PTHR HOLDINGS, INC.:	None
2	PANTHER II TRANSPORTATION, INC.:	None
3	PANTHER II, INC.:	None

-3-

SCHEDULE III

TO

SECURITY AGREEMENT

U.S. Copyright Registrations; Foreign Copyright Registrations; U.S. Copyright

Applications; Foreign Copyright Applications; Copyright Licenses

U.S. Copyright Registrations

HOLDER MARK REGISTRATION NUMBER REGISTRATION DATE

Foreign Copyright Registrations

HOLDER MARK COUNTRY REGISTRATION NUMBER REGISTRATION DATE

U.S. Copyright Applications

HOLDER MARK APPLICATION NUMBER APPLICATION DATE

Foreign Copyright Applications

HOLDER MARK COUNTRY APPLICATION NUMBER APPLICATION DATE

-4-

Copyright Licenses

LICENSED MARKS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-5-

SCHEDULE IV

TO

SECURITY AGREEMENT

U.S. Patent Registrations; Foreign Patent Registrations; U.S. Patent Applications;

Foreign Patent Applications; Patent Licenses

U.S. Patent Registrations

HOLDER PATENT REGISTRATION NUMBER REGISTRATION DATE

Foreign Patent Registrations

HOLDER PATENT COUNTRY REGISTRATION NUMBER REGISTRATION DATE

U.S. Patent Applications

HOLDER PATENT APPLICATION NUMBER APPLICATION DATE

Foreign Patent Applications

HOLDER PATENT COUNTRY APPLICATION NUMBER APPLICATION DATE

-6-

Patent Licenses

LICENSED PATENTS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-7-

SCHEDULE V

TO

SECURITY AGREEMENT

U.S. Trademark Registrations; Foreign Trademark Registrations; U.S. Trademark

Applications; Foreign Trademark Applications; Trademark Licenses

U.S. Trademark Registrations

HOLDER	MARK	REGISTRATION NUMBER	REGISTRATION DATE
Panther II Transportation, Inc.	Panther II Transportation	2,338,784	4/4/2000
Panther II Transportation, Inc.	Panther II Transportation (Words & Design)	2,415,329	12/26/2000

Foreign Trademark Registrations

HOLDER MARK COUNTRY REGISTRATION
NUMBER REGISTRATION DATE

U.S. Trademark Applications

HOLDER	MARK	APPLICATION NUMBER	APPLICATION DATE
Panther II Transportation, Inc.	Elite Services	78762130	11/29/2005

Foreign Trademark Applications

HOLDER MARK COUNTRY APPLICATION NUMBER APPLICATION DATE

-8-

Trademark Licenses

LICENSED MARKS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-9-

SCHEDULE VI

TO

SECURITY AGREEMENT

Depository Accounts and Other Accounts

Name of Account Holder	Bank	Type of Account (with general description)	Account Number
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Automated Funds Account
Panther II Transportation, Inc.	National City Bank	XXXXXXX	Controlled Disbursement Account
PTHR Holdings, Inc.	JP Morgan Chase	XXXXXXXXX	Commercial Checking Account
Panther Acquisition, Inc.	JP Morgan Chase	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	M&I Marshall & Ilsley Bank	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	M&I Marshall & Ilsley Bank	XXXXXXXXX	Controlled Disbursement Account
Panther II Transportation, Inc.	M&I Marshall & Ilsley Bank	XXXXXXXXX	Commercial Checking Account

SCHEDULE VII

TO

SECURITY AGREEMENT

Commercial Tort Claims

None

-10-

EXECUTION VERSION

GUARANTY

THIS GUARANTY (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Guaranty”) is made as of this 10th day of June, 2005, by PTHR HOLDINGS, INC., a Delaware corporation (“Holdings”), PANTHER II TRANSPORTATION, INC., an Ohio corporation ( “Panther” ), and PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc. (“Panther Sub”; Holdings, Panther and Panther Sub, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is referred to herein each individually as a “Guarantor” and collectively as the “Guarantors”) in favor of ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent ( “Agent” ) on behalf of itself and certain financial institutions (the “Lenders” ) from time to time party to the Credit Agreement described below.

W I T N E S S E T H:

WHEREAS, Agent and Lenders have entered into that certain Credit Agreement dated as of even date herewith (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement” ) with Panther Acquisition, Inc., an Ohio corporation (“Initial Borrower”; Initial Borrower, together with its permitted successors and assigns, including Panther from and after the consummation of the Panther Acquisition, is referred to herein as the “Borrower”);

WHEREAS, the Borrower will become liable for the “Obligations” (as that term is defined in the Credit Agreement) including, without limitation, loans and other financial accommodations from the Lenders (including Agent in its individual capacity) under the Credit Agreement and the other Loan Documents referred to therein; and

WHEREAS, (i) Holdings directly or indirectly owns one hundred percent (100%) of the issued and outstanding capital stock of Borrower and (ii) Panther Sub is a direct or indirect wholly-owned Subsidiary of the Borrower and therefor, each such Guarantor will derive substantial benefit and advantage from the loans and other financial accommodations available to the Borrower set forth in the Credit Agreement, and it will be to the interest and economic benefit of each Guarantor to assist the Borrower in procuring said loans and other financial accommodations from the Lenders and the Agent.

NOW, THEREFORE, for and in consideration of the premises and in order to induce the Agent and the Lenders to enter into the Credit Agreement and to make loans and financial accommodations to the Borrower thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:

1. Definitions: Capitalized terms used herein which are not otherwise defined herein are used with the meanings ascribed to such terms in the Credit Agreement.

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2. Guaranty of Payment.

(a) Each Guarantor hereby, jointly and severally, hereby unconditionally and irrevocably guaranties the full and prompt payment to the Agent and the Lenders, when due, whether upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Obligations.

(b) Each Guarantor acknowledges that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above as well as any commitment to lend, extension of credit or other financial accommodation, whether heretofore or hereafter made by the Lenders or the Agent to the Borrower; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Borrower’s assets by the Lenders or the Agent; or any other valuable consideration.

(c) Each Guarantor agrees that all payments under this Guaranty shall be made in United States currency and in the same manner as provided for the Obligations.

(d) Notwithstanding any provision of this Guaranty to the contrary, it is intended that this Guaranty, and any interests, liens and security interests granted by Guarantors as security for this Guaranty, not constitute a “ Fraudulent Conveyance ” (as defined below) in the event that this Guaranty or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state. Consequently, Guarantors and Agent agree that if this Guaranty, or any such interests, liens or security interests securing this Guaranty, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such interest, lien or security interest to constitute a Fraudulent Conveyance, and this Guaranty shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “ Fraudulent Conveyance ” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, as in effect from time to time.

3. Costs and Expenses.

Each Guarantor, jointly and severally, agrees to pay on demand, if not paid by the Borrower, all reasonable costs and expenses of every kind incurred by the Agent or the Lenders: (a) in enforcing this Guaranty, (b) in collecting any of the Obligations from the Borrower or any Guarantor, (c) in realizing upon or protecting any collateral for this Guaranty or for payment of any of the Obligations, and (d) for any other purpose related to the Obligations or this Guaranty. “Costs and expenses” as used in the preceding sentence shall include, without limitation, reasonable attorneys’ fees incurred by the Agent or any Lender in retaining counsel for advice, suit, appeal, any insolvency or other proceedings under the Bankruptcy Code or otherwise, or for any purpose specified in the preceding sentence.

4. Nature of Guaranty: Continuing. Absolute and Unconditional.

(a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectibility, and is and is intended to be independent of and in

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addition to any other guaranty, indorsement, collateral or other agreement held by the Agent or the Lenders therefor or with respect thereto, whether or not furnished by any Guarantor. Neither Agent nor any Lender shall be required to prosecute collection, enforcement or other remedies against Borrower, any other Guarantor, or any other guarantor of the Obligations or any other Person, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. No Guarantor shall have any right of subrogation with respect to any payments made by any Guarantor hereunder, and each Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to the Agent or any Lender to secure payment of the Obligations and agrees that it will not take any action to enforce any obligations of the Borrower to any Guarantor, in each of the foregoing cases prior to the Obligations being finally and irrevocably paid in full and the termination of the Commitments under the Credit Agreement, provided that, in the event of the bankruptcy or insolvency of the Borrower, the Agent, on behalf of the Lenders, shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by the Borrower (exclusive of this Guaranty) and to apply the proceeds of any such claim to the Obligations.

(b) For the further security of the Agent and the Lenders and without in any way diminishing the liability of the Guarantors, following the occurrence and during the continuance of an Event of Default, all debts and liabilities, present or future of the Borrower to the Guarantors and all monies received from the Borrower or for its account by the Guarantors in respect thereof shall be received in trust for the Agent and the Lenders and forthwith upon receipt shall be paid over to the Agent, for the benefit of the Agent and the Lenders, until all of the Obligations have been paid in full. This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not any Guarantor is liable for any amount under this Guaranty.

(c) This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the Guarantors to be the final, complete and exclusive expression of the guaranty agreement among the Guarantors and the Agent, for its own benefit and on behalf of the Lenders. No modification or amendment of any provision of this Guaranty shall be effective against Agent or a Guarantor unless in writing and signed by a duly authorized officer of the Agent, individually and on behalf of the Lenders, and by such Guarantor.

(d) Each Guarantor hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any “claims” (as defined in Section 101(5) of the Bankruptcy Code), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to which the Guarantors are or would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Lender of its rights with respect to the Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or reimbursement.

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5. Certain Rights and Obligations.

(a) Each Guarantor acknowledges and agrees that the Agent and the Lenders may, and, authorizes the Agent and the Lenders to, without notice, demand or any reservation of rights against such Guarantor and without affecting such Guarantor’s obligations hereunder, from time to time:

(i) renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof or grant other indulgences to the Borrower or others;

(ii) accept from any Person and hold collateral for the payment of the Obligations or any part thereof, and modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof;

(iii) accept and hold any indorsement or guaranty of payment of the Obligations or any part thereof, and discharge, release or substitute any such obligation of any such indorser or guarantor, or discharge, release or compromise any Guarantor, or any other Person who has given any security interest in any collateral as security for the payment of the Obligations or any part thereof, or any other Person in any way obligated to pay the Obligations or any part thereof, and enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor, or Person;

(iv) dispose of any and all collateral securing the Obligations in any manner as Agent or the Lenders, in their sole discretion, may deem appropriate, and direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Obligations or any part thereof as the Agent or the Lenders in their sole discretion may determine;

(v) except as otherwise provided in the Credit Agreement, determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Obligations (whether principal, interest, fees, costs, and expenses, or otherwise) including, without limitation, the application of payments received from any source to the payment of indebtedness other than the Obligations even though Agent or the Lenders might lawfully have elected to apply such payments to the Obligations to amounts which are not covered by this Guaranty; and

(vi) take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Lenders, in their sole discretion, may deem appropriate;

and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of such Guarantor as a guarantor or surety in whole or in part, and in no case shall the Agent or the Lenders be responsible or shall any Guarantor be released either in whole or in part for any act or omission in connection with the Agent or the Lenders having sold any security at less than its value.

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(b) Following the occurrence and during the continuance of an Event of Default, and upon demand by Agent, each Guarantor, jointly and severally, hereby agrees to pay the Obligations to the extent hereinafter provided:

(i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of the Borrower or any other Guarantor;

(ii) without requiring presentment, protest or notice of nonpayment or notice of default to any Guarantor, to the Borrower or to any other Person;

(iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Borrower or any other Guarantor;

(iv) without requiring the Agent or the Lenders to resort first to the Borrower (this being a guaranty of payment and not of collection), to any other Guarantor, or to any other guaranty or any collateral which the Agent or the Lenders may hold;

(v) without requiring notice of acceptance hereof or assent hereto by the Agent or the Lenders; and

(vi) without requiring notice that any of the Obligations has been incurred, extended or continued or of the reliance by the Agent or the Lenders upon this Guaranty; all of which each Guarantor hereby waives.

(c) Each Guarantor’s obligation hereunder shall not be affected by any of the following, all of which such Guarantor hereby waives:

(i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Obligations or any Guarantor’s obligation hereunder;

(ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any Loan Document or any such security interest or other lien or guaranty of the Obligations;

(iii) any failure to protect, preserve or insure any such collateral;

(iv) failure of a Guarantor to receive notice of any intended disposition of such collateral;

(v) any defense arising by reason of the cessation from any cause whatsoever of liability of the Borrower including, without limitation, any failure, negligence or omission by the Agent or the Lenders in enforcing their claims against the Borrower;

(vi) any release, settlement or compromise of any obligation of the Borrower or any other Guarantor;

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(vii) the invalidity or unenforceability of any of the Obligations;

(viii) any change of ownership of the Borrower or any other Guarantor or the insolvency, bankruptcy or any other change in the legal status of the Borrower or any other Guarantor;

(ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Obligations;

(x) the existence of any claim, setoff or other rights which such Guarantor, Borrower, any other Guarantor, or any other guarantor of the Obligations or any other Person may have at any time against the Agent, any Lender or the Borrower in connection herewith or any unrelated transaction;

(xi) any Lender’s election, in any case instituted under chapter 11 of the Bankruptcy Code, of the application of section 111 l(b)(2) of the Bankruptcy Code;

(xii) any use of cash collateral, or grant of a security interest by the Borrower, as debtor in possession, under sections 363 or 364 of the Bankruptcy Code;

(xiii) the disallowance of all or any portion of any of the Agent’s or the Lenders’ claims for repayment of the Obligations under sections 502 or 506 of the Bankruptcy Code; or

(xiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not such Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xiii) of this subsection 5(c).

6. Representations and Warranties.

Each Guarantor represents and warrants to the Agent and the Lenders that:

(a) such Guarantor is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has full power, authority and legal right to own its property and assets and to transact the business in which it is engaged;

(b) such Guarantor has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary action to authorize the guarantee hereunder on the terms and conditions of this Guaranty and to authorize the execution, delivery and performance of this Guaranty;

(c) this Guaranty has been duly executed and delivered by such Guarantor and constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;

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(d) the execution, delivery and performance by such Guarantor of this Guaranty and any Related Agreement to which such Guarantor is a party do not and will not: (i) contravene the terms of any of such Guarantor’s Organization Documents; (ii) conflict with or result in any material breach or contravention of, or result of the creation of any lien under, any document evidencing any material Contractual Obligation to which such Guarantor is a party or any order, injunction, writ or decree of any Governmental Authority to which such Guarantor or its Property is subject; or (iii) violate any material Requirement of Law in any material respect;

(e) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against such Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party or any Related Agreement except: (i) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents, (ii) those obtained or made on or prior to the Closing Date and (iii) those which, if not obtained or made, could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(f) there are no actions, suits, proceedings, claims or disputes pending, or to the knowledge of such Guarantor, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against such Guarantor;

(g) no injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Guaranty, any other Loan Document or any Related Agreement, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided;

(h) such Guarantor has filed all Federal and other material tax returns and reports required to be filed, and has paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon such Guarantor or its Properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves have been provided in accordance with GAAP and no notice of lien has been filed or recorded; and

(i) (i) neither such Guarantor nor any Subsidiary of such Guarantor (A) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (B) engages in any dealings-or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (C) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order, and (ii) such Guarantor and each of its Subsidiaries is in compliance, in all material respects, with the Patriot Act.

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7. Negative Covenants.

(a) Holdings covenants with Agent and Lenders that:

(i) it will not grant any security interest in or permit any lien, claim or encumbrance upon any of its assets in favor of any Person other than liens and security interests in favor of Agent and Lenders and Permitted Liens;

(ii) it will not engage in any type of business activity other than: (A) prior to the consummation of the Closing Date Merger, ownership of Acquisition Co., and following the consummation of the Closing Date Merger, ownership of Panther; (B) activities incidental to maintenance of its corporate existence and activities described elsewhere in this section 7(a)(ii); and (C) the performance of its obligations under the Related Agreements, this Guaranty, the Holdings Pledge Agreement and any other instruments, documents or agreements entered into by Holdings in favor of the Agent and the Lenders;

(iii) it will not incur any indebtedness (other than under this Guaranty) and will not make any Investments (other than Investments in the Borrower);

(iv) upon receipt of any proceeds of any working capital or other purchase price adjustments, if any, and/or any indemnification claims, disbursements, reimbursement payments, any escrowed funds or any other amounts under or with respect to the Panther Purchase Agreement or any other purchase agreement entered into by Holdings from and after the Closing Date, it shall immediately contribute such proceeds to the Borrower;

(v) it will not amend any of its Organization Documents in any respect adverse to Agent or Lenders in their capacities as such under the Credit Agreement;

(vi) it will comply with any and all provisions in the Credit Agreement relating to Holdings and its business;

(vii) it will not accept any Restricted Payments, except to the extent permitted pursuant to Section 5.11 of the Credit Agreement and will use the funds from any such permitted Restricted Payment only for the purposes set forth in the Credit Agreement permitting such Restricted Payments;

(viii) it will preserve and maintain in full force and effect its organizational existence and good standing under the laws of its state or jurisdiction of incorporation, organization or formation, as applicable;

(ix) it will comply, and will cause each of its Subsidiaries to comply, in all material respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, except (A)(l) such as may be contested in good faith by appropriate proceedings diligently prosecuted without risk of loss of any Collateral, (2) as to which a bona fide dispute exists, and (3) for which appropriate reserves have been established on the Borrower’s financial statements or (B) where the failure to comply could not reasonably be expected to have, either individually or in the aggregate,a Material Adverse Effect; and

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(x) it will maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments).

(b) Each Guarantor (other than Holdings) covenants with the Agent and the Lenders that such Guarantor (i) shall not grant any security interest in or permit any lien, claim or encumbrance upon any of its assets in favor of any Person other than liens and security interests in favor of the Agent and the Lenders and Permitted Liens and (ii) shall comply with any and all provisions in the Credit Agreement relating to such Guarantor and its business.

8. Termination.

This Guaranty shall remain in full force and effect until all of the Obligations shall be finally and irrevocably paid in full in cash and the commitments under the Credit Agreement shall have been terminated; provided, however, this Guaranty shall be terminated as to Panther after the consummation of the Closing Date Merger. Thereafter, but subject to the following, the Agent shall take such action and execute such documents as the Guarantors may request (and at the Guarantors’ cost and expense) in order to evidence the termination of this Guaranty. Payment of all of the Obligations from time to time shall not operate as a discontinuance of this Guaranty. Each Guarantor further agrees that, to the extent that the Borrower makes a payment or payments to the Agent or any of the Lenders on the Obligations, or the Agent or the Lenders receive any proceeds of collateral securing the Obligations or any other payments with respect to the Obligations, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Borrower, its estate, trustee, receiver, debtor in possession or any other Person, including, without limitation, the Guarantors, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by the Agent or the Lenders in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent’s or the Lenders’ rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

9. Guaranty of Performance.

Each Guarantor also guaranties the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Borrower to the Agent or the Lenders under the Credit Agreement and the other Loan Documents to which the Borrower is a party. Every provision for the benefit of the Agent or the Lenders contained in this Guaranty shall apply to the guaranty of performance given in this paragraph.

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10. Assumption of Liens and Obligations.

To the extent that a Guarantor has received or shall hereafter receive distributions or transfers from the Borrower of property or cash that are subject, at the time of such contribution, to liens and security interests in favor of the Agent or the Lenders in accordance with the Credit Agreement, such Guarantor hereby expressly agrees that (i) it shall hold such assets subject to such liens and security interests and subject to the terms of the Credit Agreement, and (ii) it shall be liable for the payment of the Obligations secured thereby. Each Guarantor’s obligations under this Section 10 shall be in addition to its obligations as set forth in other sections of this Guaranty and not in substitution therefor or in lieu thereof.

11. Miscellaneous.

(a) The terms “Borrower” and the “Guarantor” as used in this Guaranty shall include: (i) any successor individual or individuals, association, partnership, limited liability company or corporation to which all or substantially all of the business or assets of the Borrower or such Guarantor shall have been transferred and (ii) any other association, partnership, limited liability company, corporation or entity into or with which the Borrower or such Guarantor shall have been merged, consolidated, reorganized, or absorbed.

(b) Without limiting any other right of the Agent or any of the Lenders, whenever the Agent or the Lenders have the right to declare any of the Obligations to be immediately due and payable (whether or not it has been so declared), Agent and the Lenders at their sole election without notice to the undersigned may appropriate and set off against the Obligations:

(i) any and all indebtedness or other moneys due or to become due to any Guarantor by the Agent or the Lenders in any capacity; and

(ii) any credits or other property belonging to any Guarantor (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of the Agent or any of the Lenders, or any affiliate of the Agent or any of the Lenders, whether for deposit or otherwise;

whether or not the Obligations or the obligation to pay such moneys owed by the Agent or the Lenders is then due, and the Agent or the Lenders shall be deemed to have exercised such right of set off immediately at the time of such election even though any charge therefor is made or entered on the Agent’s or the Lenders’ records subsequent thereto. The Agent or such Lender agrees to notify such Guarantor in a reasonably practicable time of any such set-off; however, failure to so notify such Guarantor shall not affect the validity of any set-off.

(c) Each Guarantor’s obligation hereunder is to pay the Obligations in full in cash when due according to the Credit Agreement to the extent provided herein, and shall not be affected by any stay or extension of time for payment by the Borrower or any other Guarantor resulting from any proceeding under the Bankruptcy Code or any similar law.

(d) No course of dealing between the Borrower or any Guarantor and the Agent or the Lenders and no act, delay or omission by the Agent or Lenders in exercising any right or remedy hereunder or with respect to any of the Obligations shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. TheAgent or

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the Lenders may remedy any default by the Borrower under any agreement with the Borrower or with respect to any of the Obligations in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by the Borrower. All rights and remedies of the Lenders hereunder are cumulative.

(e) This Guaranty shall inure to the benefit of the Agent and the Lenders under the Credit Agreement, and their respective successors and assigns.

(f) Captions of the sections of this Guaranty are solely for the convenience of the Agent, the Lenders and the Guarantors, and are not an aid in the interpretation of this Guaranty and do not constitute part of the agreement of the parties set forth herein.

(g) If any provision of this Guaranty is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective.

(h) EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF AGENT TO BRING PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GUARANTOR AGAINST AGENT OR ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(i) EACH GUARANTOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(j ) THIS GUARANTY AND THE TRANSACTIONS EVIDENCED HEREBY SHALL BE CONSTRUED UNDER THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

(k) Notices. All notices, approvals, requests, demands and other communications hereunder shall be in writing and delivered by hand or by nationally recognized overnight courier, or sent by first class mail or sent by telecopy (with such telecopy to be confirmed promptly in writing sent by first class mail), sent:

(a) if to any Guarantor, to:	Panther Transportation II, Inc.
	4940 Panther Parkway
	Seville, OH 44273
	Attn: Daniel K. Sokolowski
	Facsimile No.: (330) 725-4530

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with a copy to:	Ropes and Gray
	One International Place Boston, Massachusetts 02110 Attn: Thomas Draper Facsimile No.: (617) 951-7050
(b) if to Agent, to:	Antares Capital Corporation
	311 South Wacker Drive Chicago, IL 60606 Attn: Portfolio Manager - Panther Telephone: (312) 697-3999 Facsimile: (312) 697-3998

or to such other address or addresses or telecopy number or numbers as any party hereto may most recently have designated in writing to the other party by such notice. All such communications shall be deemed to have been given or made (i) if delivered in person, when delivered, (ii) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Chicago time, otherwise on the next Business Day, (iii) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed and (iv) if mailed, three (3) Business Days after deposited in the United States mail, certified or registered.

12. WAIVERS.

(a) EACH GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.

(b) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT, EACH GUARANTOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE AGENT OR THE LENDERS OF THEIR RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS GUARANTY.

(c) EACH GUARANTOR WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS GUARANTY, OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY AGENT OR ANY LENDER. EACH GUARANTOR AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH GUARANTOR

12

FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTY OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the date first written above.

PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President
PANTHER II TRANSPORTATION, INC. , an Ohio corporation
By:
Name:
Title:
PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc.
By:
Name:
Title:

Guaranty

IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the date first written above.

PTHR HOLDINGS, INC., a Delaware corporation
By:
Name:
Title:
PANTHER II TRANSPORTATION, INC. , an Ohio corporation
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	President
PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc.
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	President

Guaranty

EXECUTION VERSION

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) dated as of June 10, 2005 is by and among PTHR HOLDINGS, INC., a Delaware corporation (“Holdings”), PANTHER ACQUISITION, INC., an Ohio corporation (“Acquisition Co.”), PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Panther”), and PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc. (“Panther Sub”; Holdings, Acquisition Co., Panther and Panther Sub, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Debtor” and, collectively, as the “Debtors” ), and ANTARES CAPITAL CORPORATION , a Delaware corporation (the “Secured Party”), as agent for the benefit of Agent and the “Lenders” (as such term is hereinafter defined).

W I T N E S S E T H:

WHEREAS, Acquisition Co. (Acquisition Co., together with its permitted successors and assigns, including Panther from and after the consummation of the Closing Date Merger, is referred to herein as the “Borrower”) has entered into that certain Credit Agreement of even date herewith (the same, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, being herein referred to as the “Credit Agreement”) with Secured Party, as agent for the benefit of all lenders and individually as a lender (together with all other “Lenders” thereunder as defined therein, the “Lenders”), and the other Lenders parties thereto, providing for the Lenders to make available to the Debtor certain term and revolving credit facilities on the terms and conditions set forth therein;

WHEREAS, Holdings, as the owner of one hundred percent (100%) of the issued and outstanding capital stock of the Borrower, will derive substantial benefit and advantage from the financial accommodations available to the Borrower set forth in the Credit Agreement, including the loans and advances made to the Borrower thereunder, and it will be to Holdings’ direct interest and economic benefit to assist the Borrower in procuring such financing accommodations from the Lenders;

WHEREAS, the Debtors (other than Holdings and Acquisition Co.) are direct or indirect Subsidiaries of the Borrower and, as such, will derive substantial benefit and advantage from the financial accommodations available to the Borrower set forth in the Credit Agreement, including the loans and advances made to the Borrower thereunder, and it will be to each Debtor’s direct interest and economic benefit to assist the Borrower in procuring such loans and other financial accommodations from the Lenders; and

WHEREAS, to induce the Secured Party and the Lenders to enter into the Credit Agreement and make the Loans thereunder, each Debtor (other than Acquisition Co.) has agreed to guaranty the Obligations of the Borrower pursuant to that certain Guaranty of

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even date herewith by such Debtors to Secured Party (the same, as it may be amended, restated, modified or supplemented and in effect from time to time, the “ Guaranty ”) and each Debtor has agreed to pledge and grant a security interest in the Collateral (as hereinafter defined) as security for the Liabilities (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions . Capitalized terms used herein without definition and defined in the Credit Agreement are used herein as defined therein. In addition, as used herein:

“Accounts” means any “account,” as such term is defined in the Uniform Commercial Code, and, in any event, shall include, without limitation, “supporting obligations” as defined in the Uniform Commercial Code and all Accounts as defined in the Credit Agreement.

“Chattel Paper” means any “chattel paper,” as such term is defined in the Uniform Commercial Code.

“Collateral” shall have the meaning ascribed thereto in Section 3 hereof.

“Commercial Tort Claims” means “commercial tort claims”, as such term is defined in the Uniform Commercial Code.

“Contracts” means all contracts, undertakings, or other agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) in or under which any Debtor may now or hereafter have any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

“Copyrights” means any copyrights, rights and interests in copyrights, works protectable by copyrights, copyright registrations and copyright applications, including, without limitation, the copyright registrations and applications listed on Schedule III attached hereto, and all renewals of any of the foregoing, all income, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Deposit Accounts” means all “deposit accounts” as such term is defined in the Uniform Commercial Code, now or hereafter held in the name of Debtor.

“Documents” means any “documents,” as such term is defined in the Uniform Commercial Code, and shall include, without limitation, all documents of title (as defined in the Uniform Commercial Code), bills of lading or other receipts evidencing or representing Inventory or Equipment.

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“Equipment” means any “equipment,” as such term is defined in the Uniform Commercial Code and, in any event, shall include, Motor Vehicles.

“General Intangibles” means any “general intangibles,” as such term is defined in the Uniform Commercial Code, and, in any event, shall include, without limitation, all right, title and interest in or under any Contract, models, drawings, materials and records, claims, literary rights, goodwill, rights of performance, Copyrights, Trademarks, Patents, warranties, rights under insurance policies and rights of indemnification.

“Goods” means any “goods”, as such term is defined in the Uniform Commercial Code, including, without limitation, fixtures and embedded Software to the extent included in “goods” as defined in the Uniform Commercial Code.

“Instruments” means any “instrument,” as such term is defined in the Uniform Commercial Code and, in any event, shall include, without limitation, promissory notes, drafts, bills of exchange, trade acceptances, letters of credit, letter of credit rights (as defined in the Uniform Commercial Code) and Chattel Paper.

“Inventory” means any “inventory,” as such term is defined in the Uniform Commercial Code, and, in any event, shall include, without limitation, all Inventory as defined in the Credit Agreement.

“Investment Property” means any “investment property”, as such term is defined in the Uniform Commercial Code.

“Liabilities” shall mean, collectively, the Obligations and all obligations, liabilities and Indebtedness of each Debtor under or in respect of this Agreement and any other Loan Document to which it is a party.

“Motor Vehicles” means motor vehicles, tractors, trailers and other like property, whether or not the title thereto is governed by a certificate of title or ownership.

“Patents” means any patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Schedule IV attached hereto, and the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

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“Proceeds” means “proceeds,” as such term is defined in the Uniform Commercial Code and, in any event, includes, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of Governmental Authority), and (c) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Collateral.

“Representative” means any Person acting as agent, representative or trustee on behalf of the Secured Party from time to time.

“Software” means all “software” as such term is defined in the Uniform Commercial Code, now owned or hereafter acquired by any Debtor, other than software embedded in any category of Goods, including, without limitation, all computer programs and all supporting information provided in connection with a transaction related to any program.

“Trademarks” means any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing have appeared or appear, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, the trademarks and applications listed in Schedule V attached hereto and renewals thereof, and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing and the right to sue for past, present and future infringements of any of the foregoing.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided , that to the extent that the Uniform Commercial Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Uniform Commercial Code, the definition of such term contained in Article or Division 9 shall govern.

Section 2. Representations, Warranties and Covenants of Debtors . After giving effect to the Related Transactions, each Debtor represents and warrants to, and covenants with, the Secured Party, for the benefit of the Secured Party and the Lenders, as follows:

(a) such Debtor has rights in and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to such Debtor acquiring the same) and no Lien other than Permitted Liens exists or shall exist upon such Collateral at any time;

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(b) this Agreement is effective to create in favor of Secured Party for the benefit of the Secured Party and the Lenders a valid security interest in and Lien upon all of such Debtor’s right, title and interest in and to the Collateral, and, upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto and, with respect to Patents, Trademarks and Copyrights, the filing with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, such security interest and Liens shall be duly perfected in all the Collateral (other than Instruments not constituting Chattel Paper), and upon delivery of the Instruments to the Secured Party or its Representative, duly endorsed by such Debtor or accompanied by appropriate instruments of transfer duly executed by such Debtor, the security interest and Liens in the Instruments shall be duly perfected;

(c) all of the Equipment (other than items in transit or under repair in the ordinary course of business), Inventory and Goods of such Debtor is located at the places as specified on Schedule I attached hereto. Except as disclosed on Schedule I , none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I discloses such Debtor’s name as of the date hereof as it appears in official filings in the state of its incorporation, formation or organization, the type of entity of such Debtor (including corporation, partnership, limited partnership or limited liability company), organizational identification number issued by such Debtor’s state of incorporation, formation or organization (or a statement that no such number has been issued), such Debtor’s state of incorporation, formation or organization and the chief place of business, chief executive office and the office where Debtor keeps its books and records. Such Debtor has only one state of incorporation, formation or organization. No Debtor (including any Person acquired by such Debtor) does business nor has any Debtor done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule II attached hereto;

(d) no Copyrights, Patents or Trademarks listed on Schedules III, IV and V , respectively, if any, have been adjudged invalid or unenforceable or have been canceled, in whole or in part, or are not presently subsisting. Each of such Copyrights, Patents and Trademarks is valid and enforceable. Such Debtor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of such Copyrights, Patents and Trademarks, free and clear of any liens, charges and encumbrances, including without limitation licenses, shop rights and covenants by such Debtor not to sue third persons. Such Debtor has adopted, used and is currently using, or has a current bona fide intention to use, all of such Trademarks and Copyrights. Such Debtor has no notice of any suits or actions commenced or threatened with reference to the Copyrights, Patents or Trademarks;

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(e) each Debtor shall deliver to the Secured Party an updated Schedule I within five (5) days of any change thereto and an updated Schedule II, III, IV and/or V concurrently with the delivery of monthly financial statements under Section 4.1(b) of the Credit Agreement; provided , that delivery or receipt of such subsequent disclosure shall not relieve or otherwise constitute a waiver by the Secured Party or any Lender or a cure of any Default or Event of Default resulting in connection with the matters disclosed or a breach of the underlying covenant, representation or warranty (regardless of such disclosure);

(f) All depositary and other accounts maintained by each Debtor are described on Schedule VI hereto, which description includes for each such account the name of such Debtor maintaining such account, the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account. No Debtor shall open any new accounts unless such Debtor shall have given Secured Party at least ten (10) Business Days’ prior written notice of its intention to open any such new accounts. Each Debtor shall deliver to Secured Party a revised version of Schedule VI showing any changes thereto within five (5) Business Days of any such change. Each Debtor hereby authorizes the financial institutions at which such Debtor maintains an account to provide Secured Party with such information with respect to such account as Secured Party from time to time reasonably may request, and each Debtor hereby consents to such information being provided to Secured Party; and

(g) such Debtor does not own any Commercial Tort Claim except for those disclosed on Schedule VII hereto. Each Debtor shall deliver to the Secured Party an updated Schedule VII concurrently with the delivery of monthly financial statements under Section 4.1(b) of the Credit Agreement.

Section 3. Collateral . As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Liabilities, each Debtor hereby pledges and grants to the Secured Party, for the benefit of the Secured Party and the Lenders, a Lien on and security interest in and to all of such Debtor’s right, title and interest in all personal Property, fixtures and assets of such Debtor, whether now owned by such Debtor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to herein as “ Collateral ”), including, without limitation:

(a) all Instruments, together with all payments thereon or thereunder:

(b) all Accounts;

(c) all Inventory;

(d) all General Intangibles (including payment intangibles (as defined in the Uniform Commercial Code) and Software);

(e) all Equipment;

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(f) all Documents;

(g) all Contracts;

(h) all Goods;

(i) all Investment Property;

(j) all Deposit Accounts, including, without limitation, the balance from time to time in all bank accounts maintained by such Debtor;

(k) Commercial Tort Claims from time to time specified on Schedule VII ;

(l) Letter of Credit Rights and Supporting Obligations; and

(m) all other tangible and intangible Property of such Debtor (other than any equity interests in excess of sixty-five percent (65%) of the voting stock or other voting equity interests of any such Debtor if and to the extent any pledge of more than sixty-five percent (65%) of the voting stock or other voting equity securities of any such Debtor would result in adverse tax consequences to the Borrower under Section 956 of the Code), including, without limitation, all Proceeds, tort claims, products, accessions, rents, profits, income, benefits, substitutions, additions and replacements of and to any of the property of such Debtor described in the preceding clauses of this Section 3 (including, without limitation, any proceeds of insurance thereon, insurance claims and all rights, claims and benefits against any Person relating thereto), other rights to payments not otherwise included in the foregoing and all books, correspondence, files, records, invoices and other papers, including without limitation all tapes, cards, computer runs, computer programs, computer files and other papers, documents and records in the possession or under the control of such Debtor or any computer bureau or service company from time to time acting for such Debtor.

Section 4. Covenants; Remedies. In furtherance of the grant of the pledge and security interest and Lien pursuant to Section 3 hereof, each Debtor hereby agrees with the Secured Party, for the benefit of the Secured Party and the Lenders, as follows:

4.1. Delivery and Other Perfection; Maintenance, etc.

(a) Delivery of Instruments, Documents, Etc. Each Debtor shall deliver and pledge to the Secured Party or its Representative any and all Instruments, negotiable Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Debtor in such form and substance as the Secured Party or its Representative may request; provided , that so long as no Event of Default shall have occurred and be continuing, each Debtor may retain for collection in the ordinary course of business any Instruments, negotiable Documents and Chattel Paper received by

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such Debtor in the Ordinary Course of Business, and the Secured Party or its Representative shall, promptly upon request of a Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Debtor available to such Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Secured Party or its Representative, against trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest and Lien of Antares Capital Corporation, as secured party, for the benefit of itself and certain Lenders.”

(b) Other Documents and Actions. Each Debtor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect or validate the security interest and Lien granted pursuant hereto or to enable the Secured Party or its Representative to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest and Lien; provided , that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing, each Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

(c) Books and Records. Each Debtor shall maintain at its own cost and expense complete and accurate books and records of the Collateral, including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. Upon the occurrence and during the continuation of any Event of Default, each Debtor shall

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deliver and turn over any such books and records (or true and correct copies thereof) to the Secured Party or its Representative at any time on demand. Each Debtor shall permit any representative of the Secured Party to inspect such books and records at any time during reasonable business hours and shall provide photocopies thereof at such Debtor’s expense to the Secured Party upon request of the Secured Party.

(d) Motor Vehicles. Each Debtor shall, promptly upon the request of the Secured Party or its Representative, cause the Secured Party to be listed as the lienholder on each certificate of title or ownership covering any items of Equipment, including Motor Vehicles.

(e) Notice to Account Debtors; Verification. Upon the occurrence and during the continuance of any Event of Default (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted), (i) upon request of the Secured Party or its Representative, each Debtor shall promptly notify (and each Debtor hereby authorizes the Secured Party and its Representative so to notify) each account debtor in respect of any Accounts or Instruments or other Persons obligated on the Collateral that such Collateral has been assigned to the Secured Party hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Secured Party, and (ii) the Secured Party and its Representative shall have the right at any time or times to make direct verification with the account debtors or other Persons obligated on the Collateral of any and all of the Accounts or other such Collateral.

(f) Intellectual Property. Each Debtor represents and warrants that the Copyrights, Patents and Trademarks listed on Schedules III, IV and V , respectively, constitute all of the registered Copyrights and all of the Patents and registered Trademarks now owned by such Debtor. If such Debtor shall (i) obtain rights to any new patentable inventions, any registered Copyrights, Patents or Trademarks, or (ii) become entitled to the benefit of any registered Copyrights, Patents or Trademarks or any improvement on any Patent, the provisions of this Agreement above shall automatically apply thereto and such Debtor shall give to Secured Party prompt written notice thereof. Each Debtor hereby authorizes Secured Party to modify this Agreement by amending Schedules III, IV and V , as applicable, to include any such registered Copyrights, Patents and Trademarks. Each Debtor shall have the duty (i) to prosecute diligently any patent, trademark, or service mark applications pending as of the date hereof or hereafter, (ii) to make application on unpatented but patentable inventions and on trademarks, copyrights and service marks, as appropriate, (iii) to preserve and maintain all rights in the Copyrights, Patents and Trademarks, to the extent material to the operations of the business of such Debtor and (iv) to ensure that the Copyrights, Patents and Trademarks are and remain enforceable, to the extent material to the operations of the business of such Debtor. Any expenses incurred in connection with each Debtor’s obligations under this Section 4.1(f) shall be borne by such Debtor. No Debtor shall abandon any right to file a patent, trademark or service

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mark application, or abandon any pending patent, application or any other Copyright, Patent or Trademark without the written consent of Secured Party, which consent shall not be unreasonably withheld.

(g) Further Identification of Collateral. Each Debtor shall, when and as often as requested by the Secured Party or its Representative, furnish to the Secured Party or such Representative, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party or its Representative may reasonably request, all in reasonable detail.

(h) Investment Property. Each Debtor shall take any and all actions required or requested by the Secured Party, from time to time, to (i) cause the Secured Party to obtain exclusive control of any Investment Property owned by Debtor in a manner reasonably acceptable to the Secured Party and (ii) obtain from any issuers of Investment Property and such other Persons, for the benefit of the Secured Party, written confirmation of the Secured Party’s control over such Investment Property; provided, however, that notwithstanding the foregoing, the Secured Party shall not exercise any remedies with regard to any such Investment Property unless an Event of Default shall have occurred and be continuing. For purposes of this Section 4.1(h), the Secured Party shall have exclusive control of Investment Property if (i) such Investment Property consists of certificated securities and any Debtor delivers such certificated securities to the Secured Party (with appropriate endorsements if such certificated securities are in registered form); (ii) such Investment Property consists of uncertificated securities and either (x) any Debtor delivers such uncertificated securities to the Secured Party or (y) the issuer thereof agrees, pursuant to documentation in form and substance reasonably satisfactory to the Secured Party, that it shall comply with instructions originated by the Secured Party without further consent by such Debtor, and (iii) such Investment Property consists of security entitlements and either (x) the Secured Party becomes the entitlement holder thereof or (y) the appropriate securities intermediary agrees, pursuant to the documentation in form and substance reasonably satisfactory to the Secured Party, that it shall comply with entitlement orders originated by the Secured Party without further consent by any Debtor.

(i) Compliance with Loan Documents. Each Debtor shall comply with the provisions of the Loan Documents applicable thereto, including, without limitation, maintenance of insurance, restrictions on Liens, Indebtedness, Restricted Payments and dispositions, and providing Secured Party and its representatives the right to inspections with respect to the Collateral.

(j) Commercial Tort Claims. Each Debtor shall promptly notify Secured Party of any Commercial Tort Claim (as defined in the Uniform Commercial Code) acquired by it and unless otherwise consented to by Secured Party, such Debtor shall enter into a supplement to this Agreement, granting to Secured Party a Lien on and security interest in such commercial tort claim.

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4.2 Other Liens. No Debtor shall create, permit or suffer to exist, and each Debtor shall defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral except Permitted Liens, and shall defend the right, title and interest of the Secured Party in and to the Collateral and in and to all Proceeds thereof against the claims and demands of all Persons whatsoever.

4.3 Preservation of Rights. Whether or not any Event of Default has occurred or is continuing, the Secured Party and its Representative may, but shall not be required to, take any steps the Secured Party or its Representative deems necessary or appropriate to preserve any Collateral or any rights against third parties to any of the Collateral, including obtaining insurance of Collateral at any time when a Debtor has failed to do so, and each Debtor shall promptly pay, or reimburse the Secured Party for, all expenses incurred in connection therewith.

4.4 Good Standing; Name Change; Location: Bailees.

(a) Each Debtor shall, upon the request of the Secured Party, provide to Secured Party a certificate of good standing from its state of incorporation, formation or organization.

(b) Without limiting the prohibition on mergers involving the Debtors contained in the Credit Agreement, no Debtor shall (i) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without the prior written consent of Secured Party, or (ii) otherwise change its name, identity or corporate structure. Each Debtor shall notify Secured Party promptly in writing prior to any change in the proposed use by such Debtor of any tradename or fictitious business name other than any such name set forth on Schedule II attached hereto.

(c) Except for the sale of Inventory and use and repair of Equipment in the ordinary course of business and except as expressly permitted in the Credit Agreement, Debtors shall keep the Collateral at the locations specified in Schedule I. Each Debtor shall give Secured Party thirty (30) day’s prior written notice of any change in such Debtor’s chief place of business or of any new location for any of the Collateral.

(d) If any Collateral is at any time in the possession or control of any warehousemen, bailee, consignee or processor, each Debtor shall, upon the request of Secured Party or its Representative, notify such warehousemen, bailee, consignee or processor of the Lien and security interest created hereby and shall instruct such Person to hold all such Collateral for Secured Party’s account subject to Secured Party’s instructions; provided, however, that notwithstanding the foregoing, the Secured Party shall not issue any such instructions unless an Event of Default shall have occurred and be continuing.

(e) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any

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financing statement without the prior written consent of Secured Party and agrees that it shall not do so without the prior written consent of Secured Party, subject to such Debtor’s rights under Section 9-509(d)(2) to the Uniform Commercial Code.

(f) No Debtor shall enter into any Contract that restricts or prohibits the grant to Secured Party of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing.

4.5 Bank Accounts.

(a) At Secured Party’s request, on or prior to the Closing Date, or at any time thereafter, the Secured Party and each Debtor shall enter into a bank agency agreement (“ Bank Agency Agreement ”), in a form reasonably specified by the Secured Party, with each financial institution with which such Debtor maintains from time to time any deposit accounts (general or special), which financial institutions are set forth on Schedule VI attached hereto. Pursuant to the Bank Agency Agreements and pursuant hereto, each Debtor grants and shall grant to the Secured Party a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Secured Party’s agent in connection therewith. Following the Closing Date, no Debtor shall establish any deposit account with any financial institution unless prior thereto, at the request of Secured Party, the Secured Party and such Debtor shall have entered into a Bank Agency Agreement with such financial institution.

(b) Upon the Secured Party’s request after the occurrence and during the continuance of an Event of Default, each Debtor shall establish lock-box or blocked accounts (collectively, “ Blocked Accounts ”) in such Debtor’s name with such banks as are acceptable to the Secured Party (“ Collecting Banks ”), subject to irrevocable instructions in a form reasonably specified by the Secured Party, to which the obligors of all Accounts shall directly remit all payments on Accounts and in which such Debtor shall immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Secured Party may establish one or more depository accounts at each Collecting Bank or at a centrally located bank (collectively, the “Depository Account ”). All amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account without any further notice or action required by Secured Party. Subject to the foregoing, each Debtor hereby agrees that all payments received by the Secured Party or any Lender whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Secured Party or any Lender and whether in respect of the Accounts or as proceeds of other Collateral or otherwise shall be the sole and exclusive property of the Secured Party for the benefit of the Secured Party and the Lenders. Each Debtor, and any of its

Panther Security Agreement

Affiliates, employees, agents and other Persons acting for or in concert with such Debtor shall, acting as trustee for the Secured Party, receive, as the sole and exclusive property of the Secured Party, any moneys, checks, notes, drafts or other payments relating to and/or proceeds of Accounts or other Collateral which come into the possession or under the control of such Debtor or any Affiliates, employees, agent or other Persons acting for or in concert with such Debtor, and immediately upon receipt thereof, such Debtor or Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

4.6 Events of Default, Etc. During the period during which an Event of Default shall have occurred and be continuing:

(a) each Debtor shall, at the request of the Secured Party or its Representative, assemble the Collateral and make it available to Secured Party or its Representative at a place or places designated by the Secured Party or its Representative which are reasonably convenient to Secured Party or its Representative, as applicable, and such Debtor;

(b) the Secured Party or its Representative may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(c) the Secured Party shall have all of the rights, claims and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Secured Party were the sole and absolute owner thereof (and each Debtor agrees to take all such action as may be appropriate to give effect to such right);

(d) the Secured Party or its Representative in their discretion may, in the name of the Secured Party or in the name of a Debtor or otherwise, demand, sue for, collect or receive any money or Property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(e) the Secured Party, or its Representative, may take immediate possession and occupancy of any premises owned, used or leased by a Debtor and exercise all other rights and remedies of an assignee which may be available to the Secured Party; and

(f) the Secured Party may, upon ten (10) Business Days’ prior written notice to the Debtors of the time and place (which notice the Debtors hereby agree

Panther Security Agreement

is commercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Secured Party or its Representative, sell, lease, license, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of any Debtor, any such demand, notice and right or equity being hereby expressly waived and released. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section 4.6 shall be applied in accordance with Section 4.9 hereof.

4.7 Deficiency . If the proceeds of sale, collection or other realization of or upon the Collateral are insufficient to cover the costs and expenses of such realization and the payment in full of the Liabilities, the Debtors shall remain liable for any deficiency.

4.8 Private Sale. Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act” ), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who shall be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if such Debtor would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Liabilities, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree.

Panther Security Agreement

Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense, provided that the Debtors shall be under no obligation to take any action to enable any or all of such Collateral to be registered under the provisions of the Act. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against the Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

4.9 Application of Proceeds. The proceeds of any collection, sale or other realization of all or any part of the Collateral, and any other cash at the time held by the Secured Party under this Agreement, shall be applied to the Liabilities in the manner set forth in Section 1.10 of the Credit Agreement.

4.10 Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time, after the occurrence and during the continuance of an Event of Default, in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor, to do the following upon the occurrence and during the continuation of any Event of Default:

(a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable;

Panther Security Agreement

(b) to pay or discharge charges or liens levied or placed on or threatened against the Collateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor;

(c) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;

(d) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral;

(e) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral;

(f) to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral;

(g) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate;

(h) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient, to file such financing statements with respect to this Agreement, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate, and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; and

(i) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes, and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do.

Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Liabilities are indefeasibly paid in full and the Credit Agreement is terminated.

Panther Security Agreement

Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

4.11 Perfection . Prior to or concurrently with the execution and delivery of this Agreement, each Debtor shall:

(a) file such financing statements, assignments for security and other documents in such offices as may be necessary or as the Secured Party or the Representative may request to perfect the security interests granted by Section 3 of this Agreement;

(b) at Secured Party’s request, deliver to the Secured Party or its Representative the originals of all Instruments together with, in the case of Instruments constituting promissory notes, allonges attached thereto showing such promissory notes to be payable to the order of a blank payee; and

(c) at Secured Party’s request, deliver to the Secured Party or its Representative the originals of all Motor Vehicle titles, duly endorsed indicating the Secured Party’s interest therein as lienholder.

4.12 Termination. This Agreement and the Liens and security interests granted hereunder shall not terminate until the termination of the Credit Agreement and the full and complete performance and indefeasible satisfaction of all the Liabilities (other than contingent indemnification obligations for which a claim has not then been asserted), whereupon the Secured Party shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral to or on the order of the Debtors. The Secured Party shall also execute and deliver to the Debtors upon such termination such Uniform Commercial Code termination statements, certificates for terminating the liens on the Motor Vehicles (if any) and such other documentation as shall be reasonably requested by the Debtors to effect the termination and release of the Liens and security interests in favor of the Secured Party affecting the Collateral.

4.13 Further Assurances. (a) At any time and from time to time, upon the written request of the Secured Party or its Representative, and at the sole expense of the Debtors, each Debtor shall promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further actions as the Secured Party or its Representative may reasonably require in order for the Secured Party to obtain the full benefits of this Agreement and of the rights and powers herein granted in favor of the Secured Party, including, without limitation, using the Debtors’ commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Secured Party of any Collateral held by the Debtors

Panther Security Agreement

or in which any Debtor has any rights not heretofore assigned, the filing of any financing or continuation statements under the Uniform Commercial Code with respect to the liens and security interests granted hereby, transferring Collateral to the Secured Party’s possession (if a security interest in such Collateral can be perfected by possession), placing the interest of the Secured Party as lienholder on the certificate of title of any Motor Vehicle and obtaining waivers of liens from landlords and mortgagees. Each Debtor also hereby authorizes the Secured Party and its Representative to file any such financing or continuation statement without the signature of such Debtor to the extent permitted by applicable law.

(b) Upon the request of the Secured Party, each Debtor shall procure insurers’ acknowledgements of any assignments of key man life insurance policies which may be assigned to the Secured Party as additional security for the Liabilities (if any) and shall take all such further action as required by any insurer or the Secured Party in connection with any such assignment.

4.14 Limitation on Duty of Secured Party. The powers conferred on the Secured Party under this Agreement are solely to protect the Secured Party’s interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither the Secured Party nor its Representative nor any of their respective officers, directors, employees or agents shall be responsible to the Debtors for any act or failure to act, except to the extent constituting gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. Without limiting the foregoing, the Secured Party and any Representative shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in their possession if such Collateral is accorded treatment substantially equivalent to that which the Secured Party or any Representative, in its individual capacity, accords its own property consisting of the type of Collateral involved, it being understood and agreed that neither the Secured Party nor any Representative shall have any responsibility for taking any necessary steps (other than steps taken in accordance with the standard of care set forth above) to preserve rights against any Person with respect to any Collateral.

Also without limiting the generality of the foregoing, neither the Secured Party nor any Representative shall have any obligation or liability under any Contract or license by reason of or arising out of this Agreement or the granting to the Secured Party of a security interest therein or assignment thereof or the receipt by the Secured Party or any Representative of any payment relating to any Contract or license pursuant hereto, nor shall the Secured Party or any Representative be required or obligated in any manner to perform or fulfill any of the obligations of the Debtors under or pursuant to any Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or license, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Panther Security Agreement

Section 5. Miscellaneous.

5.1 No Waiver. No failure on the part of the Secured Party or any of its Representatives to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Secured Party or any of its Representatives of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.

5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws and decisions of the State of New York, without regard to the conflict of law principles thereof.

5.3 Notices. All notices, demands and requests that any party is required or elects to give to any other party shall be given in accordance with the provisions of the Credit Agreement.

5.4 Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by the Debtors and the Secured Party. Any such amendment or waiver shall be binding upon the Secured Party and the Debtors and their respective successors and assigns.

5.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties hereto, provided, that no Debtor shall assign or transfer its rights hereunder without the prior written consent of the Secured Party.

5.6 Counterparts; Headings. This Agreement may be authenticated in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may authenticate this Agreement by signing any such counterpart. This Agreement may be authenticated by manual signature, facsimile or, if approved in writing by Secured Party, electronic means, all of which shall be equally valid. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

5.7 Severability. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Party and its Representative in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

5.8 Other Loan Documents. This Agreement supplements the other Loan Documents and nothing in this Agreement shall be deemed to limit or supersede the rights granted to Agent or the Secured Party or the Lenders or their agent in any other Loan Document. In the event of any conflict between this Agreement and the Credit Agreement, the provisions of the Credit Agreement shall govern.

Panther Security Agreement

5.9 SUBMISSION TO JURISDICTION; WAIVER OF VENUE. (A) EACH DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY DEBTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY DEBTOR AGAINST SECURED PARTY OR ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING DIRECTLY OR INDIRECTLY ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(B) EACH DEBTOR HEREBY AGREES THAT SERVICE OF PROCESS UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

5.10 WAIVER OF RIGHT TO TRIAL BY JURY. EACH DEBTOR AND SECURED PARTY EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH DEBTOR AND SECURED PARTY EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

Panther Security Agreement

5.11 Joint and Several. The obligations, covenants and agreements of the Debtors hereunder shall be the joint and several obligations, covenants and agreements of each Debtor, whether or not specifically stated herein.

[Remainder of page intentionally left blank; signature page follows]

Panther Security Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

DEBTORS:
PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Title:	President
PANTHER ACQUISITION, INC., an Ohio corporation
By:	/s/ Timothy Mayhew
Title:	President
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:
Title:
PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc.
By:
Title:

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

DEBTORS:
PTHR HOLDINGS, INC., a Delaware corporation
By:
Title:
PANTHER ACQUISITION, INC., an Ohio corporation
By:
Title:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	[ILLEGIBLE]
Title:	President
PANTHER II, INC., an Ohio corporation f/k/a/ Sokolowski, Inc.
By:	[ILLEGIBLE]
Title:	President

SECURED PARTY:
ANTARES CAPITAL CORPORATION, as Agent for the benefit of Agent and Lenders
By:	/s/ Daniel B. Glickman
Name:	Daniel B. Glickman
Title:	Director

Panther Security Agreement

SCHEDULE I

TO

SECURITY AGREEMENT

UCC Financing Statements; Location of Equipment, Inventory, Goods and Books and

Records; Goods in Possession of Consignees, Bailees, Warehousemen, Agents and

Processors; Debtors’ Legal Names; State of Incorporation; Organizational Identification

Number; Chief Executive Office.

I.      DEBTOR: PTHR HOLDINGS, INC.

1	Legal Name of Debtor:	PTHR Holdings, Inc.
2	State of Incorporation:	Delaware
3	Organizational Identification Number:	3966312
4	Chief Executive Office:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
5	Location of Books and Records:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
6	Locations of Equipment, Inventory and Goods:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
8	Jurisdictions For UCC Filings:	Delaware

II.     DEBTOR: PANTHER ACQUISITION, INC.

1	Legal Name of Debtor:	Panther Acquisition, Inc.
2	State of Incorporation:	Ohio
3	Organizational Identification Number:	1540337
4	Chief Executive Office:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019

5	Location of Books and Records:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
6	Locations of Equipment, Inventory and Goods:	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019
8	Jurisdictions For UCC Filings:	Ohio

III.   DEBTOR: PANTHER II TRANSPORTATION, INC.

1	Legal Name of Debtor:	Panther II Transportation, Inc.
2	State of Incorporation:	Ohio
3	Organizational Identification Number:	819093
4	Chief Executive Office:	4940 Panther Parkway Seville, Ohio 44273
5	Location of Books and Records:	4940 Panther Parkway Seville, Ohio 44273
6	Locations of Equipment, Inventory and Goods:	4940 Panther Parkway Seville, Ohio 44273
		4920 Panther Parkway Seville, Ohio 44273
		3727 Rose Lake Drive Suite 103 Charlotte, NC 28217
		750 North Orleans St., Suite 407 and Suite 505 Chicago, Illinois 60610
		1197 Farnsworth Street, Suite C Waterville, OH 43566
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	None
8	Jurisdictions For UCC Filings:	Ohio

-2-

IV.   DEBTOR: PANTHER II, INC.

1	Legal Name of Debtor:	Panther II, Inc.
2	State of Incorporation:	Ohio
3	Organizational Identification Number:	855194
4	Chief Executive Office:	4940 Panther Parkway Seville, Ohio 44273
5	Location of Books and Records:	4940 Panther Parkway Seville, Ohio 44273
6	Locations of Equipment, Inventory and Goods:	4940 Panther Parkway Seville, Ohio 44273
		4920 Panther Parkway Seville, Ohio 44273
		3727 Rose Lake Drive Suite 103 Charlotte, NC 28217
		750 North Orleans St., Suite 407 and Suite 505 Chicago, Illinois 60610
		1197 Farnsworth Street, Suite C Waterville, OH 43566
7	Locations of Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors (including names of such consignees, bailees, etc.):	None
8	Jurisdictions For UCC Filings:	Ohio

-3-

SCHEDULE II

TO

SECURITY AGREEMENT

Tradenames and Fictitious Names

(Present and Past Five Years)

1	PTHR HOLDINGS, INC.:	None
2	PANTHER ACQUISITION, INC.:	None
3	PANTHER II TRANSPORTATION, INC.:	None
4	PANTHER II, INC.:	None

-4-

SCHEDULE III

TO

SECURITY AGREEMENT

U.S. Copyright Registrations; Foreign Copyright Registrations; U.S. Copyright

Applications; Foreign Copyright Applications; Copyright Licenses

U.S. Copyright Registrations

HOLDER MARK REGISTRATION NUMBER REGISTRATION DATE

Foreign Copyright Registrations

HOLDER MARK COUNTRY REGISTRATION
NUMBER REGISTRATION DATE

U.S. Copyright Applications

HOLDER MARK APPLICATION NUMBER APPLICATION DATE

Foreign Copyright Applications

HOLDER MARK COUNTRY APPLICATION NUMBER APPLICATION DATE

-5-

Copyright Licenses

LICENSED MARKS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-6-

SCHEDULE IV

TO

SECURITY AGREEMENT

U.S. Patent Registrations; Foreign Patent Registrations; U.S. Patent Applications;

Foreign Patent Applications; Patent Licenses

U.S. Patent Registrations

HOLDER PATENT REGISTRATION NUMBER REGISTRATION DATE

Foreign Patent Registrations

HOLDER PATENT COUNTRY REGISTRATION
NUMBER REGISTRATION DATE

U.S. Patent Applications

HOLDER PATENT APPLICATION NUMBER APPLICATION DATE

Foreign Patent Applications

HOLDER PATENT COUNTRY APPLICATION NUMBER APPLICATION DATE

-7-

Patent Licenses

LICENSED PATENTS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-8-

SCHEDULE V

TO

SECURITY AGREEMENT

U.S. Trademark Registrations; Foreign Trademark Registrations; U.S. Trademark

Applications; Foreign Trademark Applications; Trademark Licenses

U.S. Trademark Registrations

HOLDER	MARK	REGISTRATION NUMBER	REGISTRATION DATE
Panther II Transportation, Inc.	Panther II Transportation	2,338,784	4/4/2000
Panther II Transportation, Inc.	Panther II Transportation & Design	2,415,329	12/26/2000

Foreign Trademark Registrations

HOLDER MARK COUNTRY REGISTRATION
NUMBER REGISTRATION DATE

U.S. Trademark Applications

HOLDER MARK APPLICATION NUMBER APPLICATION DATE

Foreign Trademark Applications

HOLDER MARK COUNTRY APPLICATION NUMBER APPLICATION DATE

-9-

Trademark Licenses

LICENSED MARKS NAME OF AGREEMENT PARTIES DATE OF AGREEMENT

-10-

SCHEDULE VI

TO

SECURITY AGREEMENT

Depository Accounts and Other Accounts

Name of Account Holder	Bank	Type of Account (with general description)	Account Number
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Commercial Checking Account
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Automated Funds Account
Panther II Transportation, Inc.	National City Bank	XXXXXXXXX	Controlled Disbursement account
PTHR Holdings, Inc.	JP Morgan Chase	XXXXXXXXX	Commercial Checking Account
Panther Acquisition, Inc.	JP Morgan Chase	XXXXXXXXX	Commercial Checking Account

SCHEDULE VII

TO

SECURITY AGREEMENT

Commercial Tort Claims

None

-11-

EXHIBIT A

Form of Joinder

Joinder to Security Agreement

The undersigned,                                  , hereby joins in the execution of that certain Security Agreement dated as of June 10, 2005 (the “Security Agreement” ) and among PTHR HOLDINGS, INC., a Delaware corporation, PANTHER ACQUISITION, INC., an Ohio corporation, PANTHER TRANSPORTATION II, INC., an Ohio corporation, PANTHER, INC., an Ohio corporation f/k/a/ Sokolowski, Inc., and each other Person that becomes a Debtor thereunder after the date and pursuant to the terms thereof, to and in favor of Antares Capital Corporation, as Agent for the Lenders. By executing this Joinder, the undersigned hereby agrees that it is a Debtor thereunder and agrees to be bound by all of the terms and provisions of the Security Agreement.

The undersigned represents and warrants to Secured Party that:

(a) all of the Equipment, Inventory and Goods owned by such Debtor is located at the places as specified on Schedule I attached hereto;

(b) except as disclosed on Schedule I, none of such Collateral is in the possession of any bailee, warehousemen, processor or consignee;

(c) the chief place of business, chief executive office and the office where such Debtor keeps its books and records are located at the place specified on Schedule I

(d) such Debtor (including any Person acquired by such Debtor) does not do business or has not done business during the past five years under any tradename or fictitious business name, except as disclosed on Schedule II;

(e) all Copyrights, Patents and Trademarks owned by the undersigned are listed in Schedules III, IV and V, respectively;

(f) all Deposit Accounts maintained by such Debtor are described on Schedule VI hereto, which description includes for each such account the name, address and telephone and telecopy numbers of the financial institution at which such account is maintained, the account number and the account officer, if any, of such account; and

(g) such Debtor does not own any Commercial Tort Claim.

, a              corporation
By:
Title:
Its:
	Panther Security Agreement

		UNITED SRARES DEPARTMENT OF COMMERCE Patent and Trademark Office ASSISTANT SECRETARY AND COMMISSIONER OF PATENTS AND TRADEMARKS Washington, D.C. 20231
JUNE 13, 2005
	PTAS	*900026352A*

PENELOPE S. JOHNSON

525 W. MONROE STREET

C/O KATTEN MUCHIN ROSENMAN LLP

CHICAGO, IL 60661

UNITED STATES PATENT AND TRADEMARK OFFICE

NOTICE OF RECORDATION OF ASSIGNMENT DOCUMENT

THE ENCLOSED DOCUMENT HAS BEEN RECORDED BY THE ASSIGNMENT DIVISION OF THE U.S. PATENT AND TRADEMARK OFFICE. A COMPLETE MICROFILM COPY IS AVAILABLE AT THE ASSIGNMENT SEARCH ROOM ON THE REEL AND FRAME NUMBER REFERENCED BELOW.

PLEASE REVIEW ALL INFORMATION CONTAINED ON THIS NOTICE. THE INFORMATION CONTAINED ON THIS RECORDATION NOTICE REFLECTS THE DATA PRESENT IN THE PATENT AND TRADEMARK ASSIGNMENT SYSTEM. IF YOU SHOULD FIND ANY ERRORS OR HAVE QUESTIONS CONCERNING THIS NOTICE, YOU MAY CONTACT THE EMPLOYEE WHOSE NAME APPEARS ON THIS NOTICE AT 703-308-9723. PLEASE SEND REQUEST FOR CORRECTION TO: U.S. PATENT AND TRADEMARK OFFICE, MAIL STOP: ASSIGNMENT SERVICES DIVISION, P.O. BOX 1450, ALEXANDRIA, VA 22313.

RECORDATION DATE: 06/10/2005	REEL/FRAME: 003102/0231 NUMBER OF PAGES: 8
BRIEF: SECURITY INTEREST
ASSIGNOR:
PANTHER II TRANSPORTATION, INC.	DOC DATE: 06/10/2005 CITIZENSHIP: OHIO ENTITY: CORPORATION
ASSIGNEE:
ANTARES CAPITAL CORPORATION, AS AGENT 311 SOUTH WACKER DRIVE SUITE 4400 CHICAGO, ILLINOIS 60606	CITIZENSHIP: DELAWARE ENTITY: CORPORATION
APPLICATION NUMBER: 75748154 REGISTRATION NUMBER: 2338784	FILING DATE: 07/12/1999 ISSUE DATE : 04/04/2000
MARK: PANTHER II TRANSPORTATION
DRAWING TYPE: WORDS, LETTERS, OR NUMBERS IN TYPED FORM
APPLICATION NUMBER: 75727657	FILING DATE: 06/14/1999
REGISTRATION NUMBER: 2415329	ISSUE DATE: 12/26/2000
MARK: PANTHER II TRANSPORTATION IN DRAWING TYPE: WORDS, LETTERS, OR NUMBERS AND DESIGN
LAZENA MARTIN, EXAMINER ASSIGNMENT DIVISION OFFICE OF PUBLIC RECORDS

TRADEMARK ASSIGNMENT

Electronic Version v1.1 Stylesheet Version v1.1 06/10/2005 900026352

SUBMISSION TYPE:	NEW ASSIGNMENT
NATURE OF CONVEYANCE:	SECURITY INTEREST

CONVEYING PARTY DATA

Name	Formerly	Execution Date	Entity Type
Panther II Transportation, Inc.		06/10/2005	CORPORATION: OHIO

RECEIVING PARTY DATA

Name:	Antares Capital Corporation, as Agent
Street Address:	311 South Wacker Drive
Internal Address:	Suite 4400
City:	Chicago
State/Country:	ILLINOIS
Postal Code:	60606
Entity Type:	CORPORATION: DELAWARE

PROPERTY NUMBERS Total: 2

Property Type	Number	Word Mark
Registration Number:	2338784	PANTHER II TRANSPORTATION
Registration Number.	2415329	PANTHER II TRANSPORTATION INC.

CH $65,00    2338784

CORRESPONDENCE DATA

Fax Number:	(312)577-4752
Correspondence will be sent via US Mail when the fax attempt is unsuccessful.
Email:	penelope.johnson@kattenlaw.com
Correspondent Name:	Penelope S. Johnson
Address Line 1:	525 W. Monroe Street
Address Line 2:	c/o Katten Muchin Rosenman LLP
Address Line 4:	Chicago, ILLINOIS 60661
NAME OF SUBMITTER:	Penelope S. Johnson
Signature:	/Penelope S. Johnson/
Date:	06/10/2005

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT

WHEREAS, PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Grantor”), owns the Trademarks, Trademark registrations, and Trademark applications listed on Schedule 1 annexed hereto, and is a party to the Trademark licenses listed on Schedule 1 annexed hereto; and

WHEREAS, Grantor, as Borrower, has entered into a Credit Agreement dated as of June 10, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Antares Capital Corporation, as agent (“Agent”) for the benefit of all financial institutions that from time to time become lenders under the Credit Agreement (collectively, the “Lenders”), and as a Lender, providing for extensions of credit and other financial accommodations to be made to Borrower by Lenders; and

WHEREAS, pursuant to the terms of a Security Agreement dated as of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), between Borrower and Agent (in such capacity, “Grantee”), Grantor has granted to Grantee for the benefit of Agent and Lenders a security interest in substantially all the assets of Grantor including all right, title and interest of Grantor in, to and under all now owned and hereafter acquired Trademarks (as defined in the Security Agreement), Trademark registrations, Trademark applications (other than intent-to-use applications) and Trademark licenses by Grantor, together with the goodwill of the business symbolized by Grantor’s Trademarks, and all proceeds thereof, to secure the payment of the “Liabilities” (as defined in the Security Agreement);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant to Grantee a continuing security interest in all of Grantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether presently existing or hereafter created or acquired:

(1) each Trademark, Trademark registration and Trademark application (other than any intent-to-use applications), including, without limitation, the Trademarks, Trademark registrations (together with any reissues, continuations or extensions thereof) and Trademark applications referred to in Schedule 1 annexed hereto, and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark, Trademark registration and Trademark application;

(2) each Trademark license licensed by Grantor and all of the goodwill of the business connected with the use of, and symbolized by, each Trademark license licensed by Grantor; and

(3) all products and proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (a) infringement or dilution of any Trademark or Trademark registration including, without limitation, the Trademarks

and Trademark registrations referred to in Schedule 1 annexed hereto, the Trademark registrations issued with respect to the Trademark applications referred in Schedule 1 and the Trademarks licensed by Grantor under any Trademark license, or (b) injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed by Grantor under any Trademark license.

This security interest is granted in conjunction with the security interests granted to Grantee pursuant to the Security Agreement and is not intended to increase the rights of Grantee or the obligations of Grantor beyond the rights and obligations contained in the Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Grantee with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized officer on this 10 ^th day of June, 2005.

PANTHER II TRANSPORTATION,

INC. , an Ohio corporation

By:

Name:

Its:

Acknowledged:

ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent
By:	/s/ Daniel B. Glickman
Name:	Daniel B. Glickman
Title:	Director

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be duly executed by its duly authorized officer on this 10 ^th day of June, 2005.

PANTHER II TRANSPORTATION, INC ., an Ohio corporation
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	President

Acknowledged:

ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent
By:
Name:
Title:	Director

ACKNOWLEDGMENT

STATE OF OHIO )

                                         )ss.

COUNTY OF Medina

On the 9^th day of June, 2005, before me personally appeared Daniel K. Sokolowski to me personally known or proved to me on the basis of satisfactory evidence to be the person described in and who executed the foregoing instrument, who being by me duly sworn, did depose and say that he is President of Panther II Transportation, Inc., an Ohio corporation described in and which executed the foregoing instrument; that the said instrument was signed on behalf of said corporation by order of its Board of Directors; and that he acknowledged said instrument to be the free act and deed of said corporation.

/s/ Jacqueline Laubenthal

Notary Public

{Seal}

My commission expires:

    RESIDENT SUMMIT COUNTY

NOTARY PUBLIC, STATE OF OHIO

MY COMMISSION EXPIRES 05-04-06

Schedule 1

to Trademark

Security Agreement

U.S. TRADEMARK REGISTRATIONS
MARK	REG NO.	DATE
Panther II Transportation	2,338,784	4/4/2000
Panther II Transportation & Design	2,415,329	12/26/2000
FOREIGN TRADEMARK REGISTRATIONS
U.S. TRADEMARK APPLICATIONS
FOREIGN TRADEMARK APPLICATIONS
TRADEMARK LICENSES

Name of Agreement Parties Date of
Agreement

EXECUTION VERSION

HOLDINGS PLEDGE AGREEMENT

THIS HOLDINGS PLEDGE AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “ Agreement ”), dated as of June 10, 2005, is by PTHR HOLDINGS, INC. , a Delaware corporation (“ Pledgor ”), and Antares Capital Corporation, a Delaware corporation as Agent for the benefit of itself and the “ Lenders ” (as such terms are hereinafter defined) (in such capacity, hereinafter referred to as the “ Pledgee ”).

W I T N E S S E T H:

WHEREAS, Pledgor (i) as of the date hereof, legally and beneficially owns all of the issued and outstanding capital stock of Panther Acquisition, Inc., an Ohio corporation (“Acquisition Co.”; Acquisition Co., together with its permitted successors and assigns, including Panther II Transportation, Inc., an Ohio corporation (“ Panther ”), after the consummation of the Closing Date Merger, is referred to herein as the “ Borrower ”), and (ii) shall, upon the consummation of the Closing Date Merger, legally and beneficially own all of the issued and outstanding capital stock of Panther;

WHEREAS, on the date hereof, Borrower has entered into that certain Credit Agreement of even date herewith (the same, as it may be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Credit Agreement” ) among Borrower, Pledgee, as agent and as a lender (together with all other “ Lenders ” thereunder as defined therein, the “ Lenders ”) and such other Lenders, providing for the Pledgee and the Lenders to make available to Borrower certain term and revolving credit facilities and certain other financial accommodations (collectively, the “ Loans ”) on the terms and conditions set forth therein (the Loans, together with all other “ Obligations ” as defined in the Credit Agreement, are collectively referred to herein as the “ Obligations ”); and

WHEREAS, Pledgor, as the direct owner of one hundred percent (100%) of Borrower, will derive substantial benefit and advantage from the loans and other financial accommodations to Borrower as set forth in the Credit Agreement, and it will be to Pledgor’s direct interest and economic benefit to assist Borrower in procuring said loans and other financial accommodations from the Pledgee and the Lenders; and

WHEREAS, to induce the Pledgee and the Lenders to enter into the Credit Agreement and make the Loans thereunder, in order to secure the payment and performance by Borrower of the Liabilities (as hereinafter defined) Pledgor has agreed (i) to guaranty the payment and performance in full of all Obligations of the Borrower pursuant to that certain Guaranty of even date herewith by Pledgor, certain of its Affiliates, and Pledgee, as Agent for the benefit of the Agent and the Lenders (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Guaranty ”) and (ii) to pledge to Pledgee, for the benefit of the Pledgee and the Lenders, all of the capital stock of Borrower now or hereafter owned or acquired by Pledgor as security for the Liabilities;

NOW, THEREFORE, in consideration of the premises and in order to induce the Pledgee

1

and the Lenders enter into the Credit Agreement and make the loans and other financial accommodations to Borrower under the Credit Agreement, Pledgor hereby agrees with Pledgee, for benefit of Pledgee and the Lenders, as follows:

Section 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed thereto in the Credit Agreement. Terms defined in the Uniform Commercial Code, as in effect in the State of New York from time to time (the “ UCC ”), which are not otherwise defined in this Agreement or in the Credit Agreement are used in this Agreement as defined in the UCC as in effect on the date hereof.

Section 2. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of the Pledgee and the Lenders, a first lien on and first security interest in (i) all of the capital stock of Acquisition Co. now owned or hereafter acquired by Pledgor (collectively, the “ Acquisition Pledged Shares ”), (ii) upon the consummation of the Closing Date Merger, all of the capital stock of Panther then owned or thereafter acquired by Pledgor (collectively, the “ Panther Pledged Shares ”; the Acquisition Pledged Shares and the Panther Pledged Shares are referred to herein collectively as the “ Pledged Shares ”), (iii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iv) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (v) all proceeds of the collateral described in the preceding clauses (i), (ii), (iii) and (iv) (the collateral described in clauses (i) through (v) of this Section 2 being collectively referred to as the “ Pledged Collateral ”), as collateral security for:

(a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and

(b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party;

(all of the foregoing being referred to hereinafter collectively as the “ Liabilities ”). All of the Pledged Shares now owned by Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Section 3. Representations, Warranties and Covenants of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:

(a) Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares listed on Exhibit A , and such shares are and will remain and all other shares of stock constituting Pledged Collateral will be, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests created by this Agreement;

2

(b) Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Shares and any additional Pledged Collateral to Pledgee, for the benefit of the Pledgee and the Lenders;

(c) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;

(d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares other than as set forth in that certain Stockholders Agreement of the Pledgor dated as of the date hereof;

(e) the Pledged Shares have been, and all additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock of Borrower;

(f) no consent, approval or authorization of or designation or filing with any governmental authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Pledgee of the voting and other rights provided for in this Agreement;

(g) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the charter or by-laws of Pledgor or Borrower or of any securities issued by Borrower or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or Borrower is a party or which purports to be binding upon Pledgor or Borrower or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or Borrower except as contemplated by this Agreement; and

(h) the pledge, assignment and delivery to Pledgee of the Pledged Shares pursuant to this Agreement creates a valid first lien on and a first perfected security interest in the Pledged Shares and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and the Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares. Pledgor covenants and agrees that it will defend Pledgee’s right, title and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever.

Section 4. Stock Dividends, Distributions, etc. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a stock distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any

3

reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, or otherwise, Pledgor agrees to accept the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the endorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by Pledgee, for the benefit of Pledgee and the Lenders, subject to the terms hereof, as additional Pledged Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered to Pledgee to be held by it as additional Pledged Collateral. Except as provided in subsection 5(a)(ii) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by Pledgor shall, until paid or delivered to Pledgee, be held by Pledgor in trust as additional Pledged Collateral.

Section 5. Administration of Security. The following provisions shall govern the administration of the Pledged Shares:

(a) So long as no Event of Default has occurred and is continuing, Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below):

(i) to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Agreement, the Credit Agreement and the other “Loan Documents” referred to therein; and

(ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement.

Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may reasonably request.

(b) Upon the occurrence and during the continuance of an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, for the benefit of Pledgee and the Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to receive and retain, all such cash or other distributions as additional Pledged Collateral.

4

(c) Subject to any sale or other disposition by Pledgee, on behalf of the Pledgee and Lenders, of the Pledged Shares or other property pursuant to this Agreement, the Pledged Shares and any other Pledged Collateral shall be delivered to Pledgor upon full payment in cash, satisfaction and termination of all of the Liabilities and the termination of the lien and security interest hereby granted pursuant to Section 14 hereof.

Section 6. Rights of Pledgee. Neither Pledgee nor any of the Lenders shall be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Pledgee or any of the Lenders be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by Pledgee hereunder may, if an Event of Default has occurred and is continuing, be registered in the name of Pledgee or its nominee and Pledgee or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to Borrower and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other readjustment with respect to Borrower or upon the exercise by Pledgor or Pledgee of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability except to account for property actually received by Pledgee, but Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Section 7. Remedies. Upon the occurrence and during the continuance of an Event of Default, Pledgee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of (including the disposition by merger) and deliver said Pledged Collateral, or any part thereof, in one or more portions at public or private sale or sales or transactions, at any exchange, broker’s board or at any of Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right to Pledgee upon any such sale or sales, public or private, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived or released. Pledgee, for its own benefit and the benefit of the Lenders, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, sale or disposition, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the safekeeping of any and all of the Pledged Collateral or in any way relating to the rights of Pledgee or any of the Lenders hereunder, including reasonable attorneys’ fees and legal expenses, to the payment, in whole or in part, of the Liabilities in accordance with the Credit Agreement. Only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need Pledgee, on behalf of the Lenders, account for the surplus, if

5

any, to Pledgor. Pledgor shall remain liable for any deficiency remaining unpaid after such application. Pledgor agrees that Pledgee need not give more than ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to Pledgor if Pledgor has signed after the occurrence and during the continuance of an Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to Pledgee for the benefit of the Lenders in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Liabilities, Pledgee and the Lenders shall have all the rights and remedies of a secured party under the UCC and under any other applicable law.

Section 8. No Disposition, etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Borrower to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

Section 9. Sale of Pledged Shares.

(a) Pledgor recognizes that Pledgee, for its own benefit and on behalf of Lenders, may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of Borrower) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit Pledgor or Borrower to register such securities for public sale Under the Act, or under applicable state securities laws, even if Pledgor or Borrower would agree to do so.

(b) Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales or dispositions of any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or

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dispositions, all at Pledgor’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

(c) Pledgor further agrees to indemnify and hold harmless Pledgee and the Lenders, each of their respective successors and assigns, officers, directors, employees, agents and attorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable counsel fees (collectively called the “Indemnified Liabilities”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense:

(i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement to any of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral unless such untrue statement of material fact was provided by Pledgee specifically for inclusion therein; or

(ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading;

such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor will provide customary indemnification to any underwriters, their respective successors and assigns, their respective officers and directors and each Person who controls any such underwriter (within the meaning of the Act). If and to the extent that the foregoing undertakings in this Section 9(c) may be unenforceable for any reason, Pledgor agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this Section 9(c) shall survive any termination of this Agreement.

(d) Pledgor further agrees to waive any and all rights of subrogation it may have against Borrower upon the sale or sales or dispositions of any portion or all of the Pledged Collateral by Pledgee.

Section 10. Further Assurances. Pledgor agrees that at any time and from time to time, upon the written request of Pledgee, Pledgor will execute and deliver all stock powers, financing statements and such further documents and do such further acts and things as Pledgee may reasonably request consistent with the provisions hereof in order to effect the purposes of this Agreement.

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Section 11. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12. No Waiver: Cumulative Remedies. Neither Pledgee nor any of the Lenders shall not by any act, delay, omission or otherwise be deemed to have waived any of its remedies hereunder, and no waiver by Pledgee or any Lender shall be valid unless in writing and signed by Pledgee or such Lender and then only to the extent therein set forth. A waiver by Pledgee, or any Lender, of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee, or such Lender, would otherwise have on any further occasion. No course of dealing between Pledgor and Pledgee or any Lender and no failure to exercise, nor any delay in exercising on the part of Pledgee or any Lender of any right, power or privilege hereunder or under the Loan Documents shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

Section 13. Successors. This Agreement and all obligations of Pledgor hereunder shall be binding upon the successors and assigns of Pledgor, and shall, together with the rights and remedies of Pledgee and the Lenders hereunder, inure to the benefit of Pledgee and the Lenders and their successors and assigns, except that Pledgor shall not have any right to assign its obligations under this Agreement or any interest herein without the prior written consent of Pledgee.

Section 14. Termination. This Agreement and the liens and security interests granted hereunder shall terminate upon indefeasible full and complete performance and satisfaction of the Liabilities (other than contingent indemnification obligations), and promptly upon such full and complete performance and satisfaction, Pledgee shall surrender the certificates evidencing the Pledged Shares to Pledgor.

Section 15. Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of Pledgee pursuant hereto, neither Pledgee nor any nominee of Pledgee shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to Pledgor.

Section 16. Survival of Representations. All representations and warranties of Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.

Section 17. Taxes and Expenses. To the extent not paid by Borrower, Pledgor will upon demand pay to Pledgee all reasonable expenses, including the reasonable fees and expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur in connection with:

(a) the administration of this Agreement;

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(b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral;

(c) the exercise or enforcement of any of the rights of Pledgee hereunder; or

(d) the failure of Pledgor to perform or observe any of the provisions hereof.

Section 18. Pledgee Appointed Attorney-In-Fact. Pledgor hereby irrevocably appoints Pledgee as Pledgor’s attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Pledgee’s discretion, to take any action and to execute any instrument that Pledgee deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement.

Section 19. Notices. All notices, approvals, requests, demands and other communications hereunder shall be in writing and delivered by hand or by nationally recognized overnight courier, or sent by first class mail or sent by telecopy (with such telecopy to be confirmed promptly in writing sent by first class mail), sent:

(a)    if to Pledgor, to:	PTHR Holdings, Inc. c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile No.: (212)581-1205
with a copy to:	Ropes and Gray One International Place Boston, Massachusetts 02110 Attention: Thomas B. Draper Telephone: (617) 951-7430 Telecopier: (617) 951-7050
(b)    if to Pledgee, to:	Antares Capital Corporation 311 South Wacker Drive Chicago, IL 60606 Attn: Portfolio Manager - Panther Telephone: (312) 697-3999 Telecopier: (312) 697-3998

or to such other address or addresses or telecopy number or numbers as any party hereto may most recently have designated in writing to the other party by such notice. All such communications shall be deemed to have been given or made (i) if delivered in person, when delivered, (ii) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Chicago time, otherwise on the next Business Day, (iii) if delivered by

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overnight courier, one (1) Business Day after delivery to the courier properly addressed and (iv) if mailed, three (3) Business Days after deposited in the United States mail, certified or registered.

Section 20. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

(a) PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF PLEDGEE TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY PLEDGOR AGAINST PLEDGEE OR ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(b) PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF PLEDGEE TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION FOR THE PURPOSES OF ENFORCING ITS LIENS AND SECURITY INTERESTS.

Section 21. WAIVER OF JURY TRIAL. PLEDGOR AND PLEDGEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. PLEDGOR AND PLEDGEE EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONS HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 22. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED

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BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS.

Section 23. Changes in Writing. No amendment, modification, termination or waiver of any provision of this Agreement or consent to any departure by Pledgor thereof from, shall in any event be effective without the written agreement of Pledgee and Pledgor, and then only to the extent specifically set forth in such writing.

Section 24. Headings. Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

Section 25. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

Section 26. Entire Agreement. This Agreement embodies the entire agreement and understanding between Pledgor and Pledgee with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between Pledgor and Pledgee relating to the subject matter hereof.

[Balance of page intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Holdings Pledge Agreement to be duly executed and delivered as of the day and year first above written.

PLEDGOR:
PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President
PLEDGEE:
ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent for the benefit of the Agent and the Lenders
By:
Name:
Title:	Director
	Holdings Pledge Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Holdings Pledge Agreement to be duly executed and delivered as of the day and year first above written.

PLEDGOR :
PTHR HOLDINGS, INC., a Delaware corporation
By:
Name:
Title:
PLEDGEE :
ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent for the benefit of the Agent and the Lenders
By:	/s/ Daniel B. Glickman
Name:	Daniel B. Glickman
Title:	Director
	Holdings Pledge Agreement

ACKNOWLEDGMENT

Each of the undersigned hereby (a) acknowledges receipt of a copy of the foregoing Holdings Pledge Agreement, (b) waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Shares or any other Pledged Collateral (as such terms are defined therein) in the name of Pledgee or its nominee or the exercise of voting rights by Pledgee, and (c) agrees promptly to note on its books and records the transfer of the security interest in the stock of the undersigned as provided in such Pledge Agreement, including the following legend:

PURSUANT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF JUNE 10, 2005 (AS FROM TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), PTHR HOLDINGS, INC., A DELAWARE CORPORATION, HAS UNDER THE CIRCUMSTANCES SPECIFIED IN SUCH HOLDINGS PLEDGE AGREEMENT EMPOWERED ANTARES CAPITAL CORPORATION, A DELAWARE CORPORATION, AS AGENT FOR CERTAIN LENDERS, TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE PURSUANT TO SUCH PLEDGE AGREEMENT.

Dated: June 10, 2005	PANTHER ACQUISITION, INC., an Ohio corporation
	By:	/s/ Timothy Mayhew
	Its:	President
	PANTHER II TRANSPORTATION, INC., an Ohio corporation
	By:
	Its:
		Holdings Pledge Agreement

ACKNOWLEDGMENT

Each of the undersigned hereby (a) acknowledges receipt of a copy of the foregoing Holdings Pledge Agreement, (b) waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Shares or any other Pledged Collateral (as such terms are defined therein) in the name of Pledgee or its nominee or the exercise of voting rights by Pledgee, and (c) agrees promptly to note on its books and records the transfer of the security interest in the stock of the undersigned as provided in such Pledge Agreement, including the following legend:

PURSUANT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF JUNE 10, 2005 (AS FROM TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), PTHR HOLDINGS, INC., A DELAWARE CORPORATION, HAS UNDER THE CIRCUMSTANCES SPECIFIED IN SUCH HOLDINGS PLEDGE AGREEMENT EMPOWERED ANTARES CAPITAL CORPORATION, A DELAWARE CORPORATION, AS AGENT FOR CERTAIN LENDERS, TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE PURSUANT TO SUCH PLEDGE AGREEMENT.

Dated: June 10, 2005	PANTHER ACQUISITION, INC., an Ohio corporation
	By:
	Its:
	PANTHER II TRANSPORTATION, INC., an Ohio corporation
	By:	[ILLEGIBLE]
	Its:	President
		Holdings Pledge Agreement

Exhibit A

to Holdings Pledge Agreement

Issuer	Certificate No.	Date Issued	Number of Class Shares
Panther Acquisition, Inc.	1	May 9, 2005	100
Panther II Transportation, Inc.	23	June 10, 2005	1,010 shares of Class A Voting Stock
	24	June 10, 2005	9,090 shares of Class B Non-Voting Stock

Holdings Pledge Agreement

IRREVOCABLE PROXY COUPLED WITH INTEREST

The undersigned stockholder hereby irrevocably designates and appoints Antares Capital Corporation, as “ Agent ” (as defined in that certain Credit Agreement dated as of June 10, 2005 the “ Credit Agreement ”), to represent it at all annual and special meetings of the shareholders of Panther II Transportation, Inc., an Ohio corporation, and the undersigned hereby authorizes and empowers Antares Capital Corporation, as Agent, to vote any and all stock owned by the undersigned or standing in its name, and do all things which the undersigned might do if present and acting itself.

This proxy is an irrevocable proxy coupled with an interest. The undersigned recognizes that Antares Capital Corporation, as Agent, has an interest in said stock to secure certain obligations incurred by the undersigned to Lenders (as defined in the Credit Agreement) and, to the extent permitted by law, this proxy shall continue in full force and effect until the obligations are paid in full notwithstanding any time limitations set forth in the by-laws or other organizational documents of Panther Acquisition, Inc. or the general corporation law of the State of Ohio.

This proxy is issued pursuant to that certain Pledge Agreement dated as of even date herewith by and between the undersigned and Antares Capital Corporation, as Agent, and shall remain subject to the terms thereof and Antares Capital Corporation, as Agent, shall not exercise any right or privileges granted therein unless and until the occurrence of events set forth in Paragraphs 5 or 6 of such Pledge Agreement which authorizes the voting of the stock pursuant to this proxy.

Dated: June 10, 2005

PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Its:	President

STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to             , Federal Identification No.             ,              share(s) of the capital stock of PANTHER II TRANSPORTATION, INC., an Ohio corporation, represented by certificate no.             , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ANTARES CAPITAL CORPORATION attorney to transfer the shares of said corporation, with full power of substitution in the premises.

Dated:              ,     .

PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President

STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to            , Federal Identification No.             ,             share(s) of the capital stock of PANTHER II TRANSPORTATION, INC., an Ohio corporation, represented by certificate no.             , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ANTARES CAPITAL CORPORATION attorney to transfer the shares of said corporation, with full power of substitution in the premises.

Dated:            ,     .

PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President

EXECUTION VERSION

BORROWER PLEDGE AGREEMENT

THIS BORROWER PLEDGE AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated as of June 10, 2005, is by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Pledgor”), and Antares Capital Corporation, a Delaware corporation as Agent for the benefit of itself and the “Lenders” (as such terms are hereinafter defined) (in such capacity, hereinafter referred to as the “Pledgee”).

W I T N E S S E T H:

WHEREAS, Pledgor as of the date hereof, legally and beneficially owns all of the issued and outstanding capital stock of Panther II, Inc., an Ohio corporation ( “Panther Sub” ); and

WHEREAS, on the date hereof, Borrower (as defined below) has entered into that certain Credit Agreement of even date herewith (the same, as it may be amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the “Credit Agreement” ) by and between Panther Acquisition Co., Inc. an Ohio corporation ( “Acquisition Co.” ; Acquisition Co., together with its permitted successors and assigns, including Pledgor, after the consummation of the Closing Date Merger, is referred to herein as the “Borrower” ), Pledgee, as agent and as a lender (together with all other “Lenders” thereunder as defined therein, the “ Lenders ”) and such other Lenders, providing for the Pledgee and the Lenders to make available to Borrower certain term and revolving credit facilities and certain other financial accommodations (collectively, the “Loans”) on the terms and conditions set forth therein (the Loans, together with all other “Obligations” as defined in the Credit Agreement, are collectively referred to herein as the “Obligations” ); and

WHEREAS, Pledgor, the successor to Borrower after the consummation of the Closing Date Merger, will derive substantial benefit and advantage from the loans and other financial accommodations to Borrower as set forth in the Credit Agreement, and it will be to Pledgor’s direct interest and economic benefit to assist Borrower in procuring said loans and other financial accommodations from the Pledgee and the Lenders; and

WHEREAS, to induce the Pledgee and the Lenders to enter into the Credit Agreement and make the Loans thereunder, in order to secure the payment and performance by Borrower of the Liabilities (as hereinafter defined) Pledgor has agreed (i) to guaranty the payment and performance in full of all Obligations of the Borrower pursuant to that certain Guaranty of even date herewith by Pledgor, certain of its Affiliates, and Pledgee, as Agent for the benefit of the Agent and the Lenders (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guaranty” ) and (ii) to pledge to Pledgee, for the benefit of the Pledgee and the Lenders, all of the capital stock of Panther Sub now or hereafter owned or acquired by Pledgor as security for the Liabilities;

NOW, THEREFORE, in consideration of the premises and in order to induce the Pledgee and the Lenders enter into the Credit Agreement and make the loans and other financial accommodations to Borrower under the Credit Agreement, Pledgor hereby agrees with Pledgee, for benefit of Pledgee and the Lenders, as follows:

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Section 1. Defined Terms . Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed thereto in the Credit Agreement. Terms defined in the Uniform Commercial Code, as in effect in the State of New York from time to time (the “ UCC ” ), which are not otherwise defined in this Agreement or in the Credit Agreement are used in this Agreement as defined in the UCC as in effect on the date hereof.

Section 2. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of the Pledgee and the Lenders, a first lien on and first security interest in (i) all of the capital stock of Panther Sub now owned or thereafter acquired by Pledgor (collectively, the “Pledged Shares” ); (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral” ), as collateral security for:

(a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and

(b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party;

(all of the foregoing being referred to hereinafter collectively as the “Liabilities” ). All of the Pledged Shares now owned by Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Section 3. Representations, Warranties and Covenants of Pledgor. Pledgor represents and warrants to Pledgee, and covenants with Pledgee, that:

(a) Pledgor is the record and beneficial owner of, and has legal title to, the Pledged Shares listed on Exhibit A, and such shares are and will remain and all other shares of stock constituting Pledged Collateral will be, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests created by this Agreement;

(b) Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Pledged Shares and any additional Pledged Collateral to Pledgee, for the benefit of the Pledgee and the Lenders;

(c) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance

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with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally;

(d) there are no outstanding options, warrants or other agreements with respect to the Pledged Shares other than as set forth in that certain Stockholders Agreement of the Pledgor dated as of the date hereof;

(e) the Pledged Shares have been, and all additional Pledged Collateral constituting capital stock will be, duly and validly authorized and issued, and are or will be fully paid and non-assessable. The Pledged Shares listed on Exhibit A constitute all of the issued and outstanding capital stock of Panther Sub;

(f) no consent, approval or authorization of or designation or filing with any governmental authority on the part of Pledgor is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Pledgee of the voting and other rights provided for in this Agreement;

(g) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the charter or by-laws of Pledgor or Panther Sub or of any securities issued by Borrower or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor or Panther Sub is a party or which purports to be binding upon Pledgor or Panther Sub or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor or Panther Sub except as contemplated by this Agreement; and

(h) the pledge, assignment and delivery to Pledgee of the Pledged Shares pursuant to this Agreement creates a valid first lien on and a first perfected security interest in the Pledged Shares and the proceeds thereof in favor of Pledgee, for the benefit of Pledgee and the Lenders, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Shares. Pledgor covenants and agrees that it will defend Pledgee’s right, title and security interest in and to the Pledged Shares and the proceeds thereof against the claims and demands of all persons whomsoever.

Section 4. Stock Dividends, Distributions, etc. If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a stock distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, or otherwise, Pledgor agrees to accept the same as Pledgee’s agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the endorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by

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Pledgee, for the benefit of Pledgee and the Lenders, subject to the terms hereof, as additional Pledged Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Shares or any property shall be distributed upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered to Pledgee to be held by it as additional Pledged Collateral. Except as provided in subsection 5(a)(ii) below, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by Pledgor shall, until paid or delivered to Pledgee, be held by Pledgor in trust as additional Pledged Collateral.

Section 5. Administration of Security. The following provisions shall govern the administration of the Pledged Shares:

(a) So long as no Event of Default has occurred and is continuing, Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below):

(i) to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Agreement, the Credit Agreement and the other “Loan Documents” referred to therein; and

(ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement.

Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may reasonably request.

(b) Upon the occurrence and during the continuance of an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, for the benefit of Pledgee and the Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to receive and retain, all such cash or other distributions as additional Pledged Collateral.

(c) Subject to any sale or other disposition by Pledgee, on behalf of the Pledgee and Lenders, of the Pledged Shares or other property pursuant to this Agreement, the Pledged Shares and any other Pledged Collateral shall be delivered to Pledgor upon full payment in cash, satisfaction and termination of all of the Liabilities and the termination of the lien and security interest hereby granted pursuant to Section 14 hereof.

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Section 6. Rights of Pledgee. Neither Pledgee nor any of the Lenders shall be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Pledgee or any of the Lenders be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by Pledgee hereunder may, if an Event of Default has occurred and is continuing, be registered in the name of Pledgee or its nominee and Pledgee or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to Panther Sub and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged. Shares as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other readjustment with respect to Panther Sub or upon the exercise by Pledgor or Pledgee of any right, privilege or option pertaining to any of the Pledged Shares and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability except to account for property actually received by Pledgee, but Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Section 7. Remedies. Upon the occurrence and during the continuance of an Event of Default, Pledgee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of (including the disposition by merger) and deliver said Pledged Collateral, or any part thereof, in one or more portions at public or private sale or sales or transactions, at any exchange, broker’s board or at any of Pledgee’s offices or elsewhere upon such terms and conditions as Pledgee may deem advisable and at such prices as it may deem best, for any combination of cash and/or securities or other property or on credit or for future delivery without assumption of any credit risk, with the right to Pledgee upon any such sale or sales, public or private, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived or released. Pledgee, for its own benefit and the benefit of the Lenders, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, sale or disposition, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the safekeeping of any and all of the Pledged Collateral or in any way relating to the rights of Pledgee or any of the Lenders hereunder, including reasonable attorneys’ fees and legal expenses, to the payment, in whole or in part, of the Liabilities in accordance with the Credit Agreement. Only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need Pledgee, on behalf of the Lenders, account for the surplus, if any, to Pledgor. Pledgor shall remain liable for any deficiency remaining unpaid after such application. Pledgor agrees that Pledgee need not give more than ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to Pledgor if Pledgor has signed after the occurrence and during the

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continuance of an Event of Default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to Pledgee for the benefit of the Lenders in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Liabilities, Pledgee and the Lenders shall have all the rights and remedies of a secured party under the UCC and under any other applicable law.

Section 8. No Disposition, etc. Without the prior written consent of Pledgee, Pledgor agrees that Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Shares or any other Pledged Collateral, nor will Pledgor create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Pledged Shares, any other Pledged Collateral or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Agreement. Without the prior written consent of Pledgee (which consent shall not be unreasonably withheld so long as no Event of Default has occurred and is continuing or would result therefrom), Pledgor agrees that it will not vote to enable, and will not otherwise permit, Panther Sub to (a) issue any stock or other securities of any nature in addition to or in exchange or substitution for the Pledged Shares or (b) dissolve, liquidate, retire any of its capital stock, reduce its capital or merge or consolidate with any other Person.

Section 9. Sale of Pledged Shares.

(a) Pledgor recognizes that Pledgee, for its own benefit and on behalf of Lenders, may be unable to effect a public sale or disposition (including, without limitation, any disposition in connection with a merger of Panther Sub) of any or all the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales or dispositions thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, agrees that any such private sale or disposition shall be deemed to be reasonable and affected in a commercially reasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Pledged Collateral in order to permit Pledgor or Panther Sub to register such securities for public sale under the Act, or under applicable state securities laws, even if Pledgor or Panther Sub would agree to do so.

(b) Pledgor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales or dispositions of any portion or all of the Pledged Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales or dispositions, all at Pledgor’s expense. Pledgor further agrees that a breach of any of the covenants contained in Sections 2, 4, 5(b), 8, 9 or 10 hereof will cause irreparable injury to Pledgee and the Lenders, that Pledgee and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, agrees, without limiting the right of Pledgee to seek and obtain specific performance of other obligations of Pledgor contained in this

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Agreement, that each and every covenant referenced above shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

(c) Pledgor further agrees to indemnify and hold harmless Pledgee and the Lenders, each of their respective successors and assigns, officers, directors, employees, agents and attorneys, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable counsel fees (collectively called the “Indemnified Liabilities”), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense:

(i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or in any amendment or supplement to any of the foregoing or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Collateral unless such untrue statement of material fact was provided by Pledgee specifically for inclusion therein; or

(ii) arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading;

such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee or any successor thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor will provide customary indemnification to any underwriters, their respective successors and assigns, their respective officers and directors and each Person who controls any such underwriter (within the meaning of the Act). If and to the extent that the foregoing undertakings in this Section 9(c) may be unenforceable for any reason, Pledgor agrees to make maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this Section 9(c) shall survive any termination of this Agreement.

(d) Pledgor further agrees to waive any and all rights of subrogation it may have against Panther Sub upon the sale or sales or dispositions of any portion or all of the Pledged Collateral by Pledgee.

Section 10. Further Assurances. Pledgor agrees that at any time and from time to time, upon the written request of Pledgee, Pledgor will execute and deliver all stock powers, financing statements and such further documents and do such further acts and things as Pledgee may reasonably request consistent with the provisions hereof in order to effect the purposes of this Agreement.

Section 11. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 12. No Waiver; Cumulative Remedies. Neither Pledgee nor any of the Lenders shall not by any act, delay, omission or otherwise be deemed to have waived any of its remedies hereunder, and no waiver by Pledgee or any Lender shall be valid unless in writing and signed by Pledgee or such Lender and then only to the extent therein set forth. A waiver by Pledgee, or any Lender, of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee, or such Lender, would otherwise have on any further occasion. No course of dealing between Pledgor and Pledgee or any Lender and no failure to exercise, nor any delay in exercising on the part of Pledgee or any Lender of any right, power or privilege hereunder or under the Loan Documents shall impair such right or remedy or operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

Section 13. Successors. This Agreement and all obligations of Pledgor hereunder shall be binding upon the successors and assigns of Pledgor, and shall, together with the rights and remedies of Pledgee and the Lenders hereunder, inure to the benefit of Pledgee and the Lenders and their successors and assigns, except that Pledgor shall not have any right to assign its obligations under this Agreement or any interest herein without the prior written consent of Pledgee.

Section 14. Termination. This Agreement and the liens and security interests granted hereunder shall terminate upon indefeasible full and complete performance and satisfaction of the Liabilities (other than contingent indemnification obligations), and promptly upon such full and complete performance and satisfaction, Pledgee shall surrender the certificates evidencing the Pledged Shares to Pledgor.

Section 15. Possession of Pledged Collateral. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral in the physical possession of Pledgee pursuant hereto, neither Pledgee nor any nominee of Pledgee shall have any duty or liability to collect any sums due in respect thereof or to protect, preserve or exercise any rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering them to Pledgor.

Section 16. Survival of Representations. All representations and warranties of Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.

Section 17. Taxes and Expenses. To the extent not paid by Borrower, Pledgor will upon demand pay to Pledgee all reasonable expenses, including the reasonable fees and expenses of counsel for Pledgee and of any experts and agents that Pledgee may incur in connection with:

(a) the administration of this Agreement;

(b) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Pledged Collateral;

(c) the exercise or enforcement of any of the rights of Pledgee hereunder; or

(d) the failure of Pledgor to perform or observe any of the provisions hereof.

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Section 18. Pledgee Appointed Attorney-In-Fact . Pledgor hereby irrevocably appoints Pledgee as Pledgor’s attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Pledgee’s discretion, to take any action and to execute any instrument that Pledgee deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, when and to the extent permitted by this Agreement.

Section 19. Notices . All notices, approvals, requests, demands and other communications hereunder shall be in writing and delivered by hand or by nationally recognized overnight courier, or sent by first class mail or sent by telecopy (with such telecopy to be confirmed promptly in writing sent by first class mail), sent:

(a) if to Pledgor, to:	Panther II Transportation, Inc. 4940 Panther Parkway Seville, Ohio 44273 Attn: Daniel Sokolowski Facsimile No.: (330) 725-4530
with a copy to:	Ropes and Gray One International Place Boston, Massachusetts 02110 Attention: Thomas B. Draper Telephone: (617) 951-7430 Telecopier: (617) 951-7050
(b) if to Pledgee, to:	Antares Capital Corporation 311 South Wacker Drive Chicago, IL 60606 Attn: Portfolio Manager - Panther Telephone: (312) 697-3999 Telecopier: (312) 697-3998

or to such other address or addresses or telecopy number or numbers as any party hereto may most recently have designated in writing to the other party by such notice. All such communications shall be deemed to have been given or made (i) if delivered in person, when delivered, (ii) if delivered by telecopy, on the date of transmission if transmitted on a Business Day before 4:00 p.m. Chicago time, otherwise on the next Business Day, (iii) if delivered by overnight courier, one (1) Business Day after delivery to the courier properly addressed and (iv) if mailed, three (3) Business Days after deposited in the United States mail, certified or registered.

Section 20. CONSENT TO JURISDICTION AND SERVICE OF PROCESS .

(a) PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS

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STATE COURT SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF PLEDGEE TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY PLEDGOR AGAINST PLEDGEE OR ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(b) PLEDGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF PLEDGEE TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION FOR THE PURPOSES OF ENFORCING ITS LIENS AND SECURITY INTERESTS.

Section 21. WAIVER OF JURY TRIAL . PLEDGOR AND PLEDGEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. PLEDGOR AND PLEDGEE EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONS HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 22. APPLICABLE LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS.

Section 23. Changes in Writing . No amendment, modification, termination or waiver of any provision of this Agreement or consent to any departure by Pledgor thereof from, shall in any event be effective without the written agreement of Pledgee and Pledgor, and then only to the extent specifically set forth in such writing.

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Section 24. Headings . Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

Section 25. Counterparts . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

Section 26. Entire Agreement . This Agreement embodies the entire agreement and understanding between Pledgor and Pledgee with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between Pledgor and Pledgee relating to the subject matter hereof.

[ Balance of page intentionally left blank; signature page follows. ]

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IN WITNESS WHEREOF, the parties hereto have caused this Borrower Pledge Agreement to be duly executed and delivered as of the day and year first above written.

PLEDGOR :
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	[ILLEGIBLE]
Name:	[ILLEGIBLE]
Title:	President
PLEDGEE :
ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent for the benefit of the Agent and the Lenders
By:
Name:
Title:	Director

Borrower Pledge Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Borrower Pledge Agreement to be duly executed and delivered as of the day and year first above written.

PLEDGOR :
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:
Name:
Title:
PLEDGEE :
ANTARES CAPITAL CORPORATION, a Delaware corporation, as Agent for the benefit of the Agent and the Lenders
By:	/s/ Daniel B. Glickman
Name:	Daniel B. Glickman
Title:	Director

Borrower Pledge Agreement

ACKNOWLEDGMENT

The undersigned hereby (a) acknowledges receipt of a copy of the foregoing Borrower Pledge Agreement, (b) waives any rights or requirement at any time hereafter to receive a copy of such Pledge Agreement in connection with the registration of any Pledged Shares or any other Pledged Collateral (as such terms are defined therein) in the name of Pledgee or its nominee or the exercise of voting rights by Pledgee, and (c) agrees promptly to note on its books and records the transfer of the security interest in the stock of the undersigned as provided in such Pledge Agreement, including the following legend:

PURSUANT TO THAT CERTAIN PLEDGE AGREEMENT DATED AS OF JUNE     , 2005 (AS FROM TIME TO TIME AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED), PANTHER II TRANSPORTATION, INC., AN OHIO CORPORATION, HAS UNDER THE CIRCUMSTANCES SPECIFIED IN SUCH BORROWER PLEDGE AGREEMENT EMPOWERED ANTARES CAPITAL CORPORATION, A DELAWARE CORPORATION, AS AGENT FOR CERTAIN LENDERS, TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE PURSUANT TO SUCH PLEDGE AGREEMENT.

Dated: June 9 th , 2005	PANTHER II, INC., an Ohio corporation
	By:	[ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Its:	President

Borrower Pledge Agreement

Exhibit A

to Borrower Pledge Agreement

Issuer	Certificate No.	Date Issued	Number of Class Shares
Panther II, Inc.	2	January 1, 2000	500

Borrower Pledge Agreement

IRREVOCABLE PROXY COUPLED WITH INTEREST

The undersigned stockholder hereby irrevocably designates and appoints Antares Capital Corporation, as “Agent” (as defined in that certain Credit Agreement dated as of June 10, 2005 the “Credit Agreement” ), to represent it at all annual and special meetings of the shareholders of Panther II, Inc., an Ohio corporation f/k/a Sokolowski, Inc., and the undersigned hereby authorizes and empowers Antares Capital Corporation, as Agent, to vote any and all stock owned by the undersigned or standing in its name, and do all things which the undersigned might do if present and acting itself.

This proxy is an irrevocable proxy coupled with an interest. The undersigned recognizes that Antares Capital Corporation, as Agent, has an interest in said stock to secure certain obligations incurred by the undersigned to Lenders (as defined in the Credit Agreement) and, to the extent permitted by law, this proxy shall continue in full force and effect until the obligations are paid in full notwithstanding any time limitations set forth in the by-laws or other organizational documents of Panther Acquisition, Inc. or the general corporation law of the State of Ohio.

This proxy is issued pursuant to that certain Pledge Agreement dated as of even date herewith by and between the undersigned and Antares Capital Corporation, as Agent, and shall remain subject to the terms thereof and Antares Capital Corporation, as Agent, shall not exercise any right or privileges granted therein unless and until the occurrence of events set forth in Paragraphs 5 or 6 of such Pledge Agreement which authorizes the voting of the stock pursuant to this proxy.

Dated: June 10 , 2005	PANTHER II TRANSPORTATION, INC., an Ohio corporation
	By:	[ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Its:	President

STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to                     , Federal Identification No.     ,              share(s) of the capital stock of PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc., represented by certificate no.     , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ANTARES CAPITAL CORPORATION attorney to transfer the shares of said corporation, with full power of substitution in the premises.

Dated:             ,         .	PANTHER II TRANSPORTATION, INC., an Ohio corporation
	By:	[ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	President

EXECUTION VERSION

ASSIGNMENT OF CONTRIBUTION AND SHARE PURCHASE AGREEMENT

THIS ASSIGNMENT OF CONTRIBUTION AND SHARE PURCHASE AGREEMENT (this “Assignment”) is entered into as of this 10th day of June, 2005 by and among each of PTHR HOLDINGS, INC., a Delaware corporation (“Holdings”), Panther ACQUISITION, INC., an Ohio corporation (“Borrower”), and ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (“Agent”) for the lenders that are or may become a party (the “Lenders”) to the Credit Agreement described below.

Preliminary Statement:

A. Holdings, Borrower, Panther II Transportation, Inc., an Ohio corporation (“Panther”), and each of Ellen A. Amato, as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 (the “Sellers”) are parties to a Contribution and Share Purchase Agreement dated as of May 22, 2005 (together with any amendments thereto, and any agreements, documents or instruments delivered in connection therewith, the “Purchase Agreement”).

B. Pursuant to the terms of the Purchase Agreement, Sellers have made certain representations, warranties, covenants and agreements (the “Seller Undertakings”) with and/or to Holdings and the Borrower, and Sellers have agreed to indemnify Holdings and the Borrower in certain respects (the “Seller Indemnities”).

C. Borrower, Agent and the Lenders have entered into a certain Credit Agreement of even date herewith (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”) pursuant to which Lenders have agreed to make certain loans (the “Loans”) to Borrower.

D. As collateral security for any and all of Borrower’s obligations under and pursuant to the Credit Agreement (“Borrower’s Obligations”), each of Holdings and Borrower have granted or will grant to Agent, for the benefit of Lenders, a lien on all of the property and other assets of Holdings and Borrower, whether now owned or hereafter acquired.

E. One of the conditions precedent to the making by Lenders of the Loans is the execution and delivery by Holdings and Borrower of this Assignment.

NOW, THEREFORE, in consideration of the premises, in order to induce Lenders to make Loans to Borrower, and for other good. and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of Holdings and Borrower agrees as follows:

1. Defined Terms . Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Credit Agreement.

Assignment of Contribution

2. Assignment . To secure the payment and performance in full of Borrower’s Obligations, each of Holdings and Borrower hereby collaterally assigns and transfers to Agent, for the benefit of Lenders, all of its right, title and interest in, to and under the Purchase Agreement, including, but not limited to, its right, title and interest with respect to the Seller Undertakings and the Seller Indemnities. This Assignment shall not expand the scope of the Seller Undertakings and the Seller Indemnities.

3. Authorization of Agent . Each of Holdings and Borrower hereby irrevocably authorizes and empowers Agent or its agent, in Agent’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Credit Agreement, to (i) assert,. either directly or on behalf of Holdings or Borrower, any claims Holdings and/or Borrower may have from time to time against Seller with respect to the Purchase Agreement, including, but not limited to, claims relating to Seller Undertakings and Seller Indemnities, (ii) receive and collect any and all damages, awards and other monies resulting therefrom and (iii) apply any of the amounts described in clause (ii) preceding to the payment of Borrower’s Obligations. Each of Holdings and Borrower hereby appoints Agent (and all officers, employees or agents designated by Agent), from and after the occurrence and during the continuance of an Event of Default, as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Agent or its agent to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable.

4. Covenants of Borrower . Each of Holdings and Borrower shall (i) keep Agent informed of all potential claims with respect to the Purchase Agreement, Seller Undertakings and Seller Indemnities and (ii) not, without the Agent’s consent: (A) waive any of its material rights or remedies under the Purchase Agreement with respect to any of the Seller Undertakings or Seller Indemnities or (B) settle, compromise or offset any amounts payable by Seller to Borrower thereunder.

5. Continued Effectiveness . This Assignment shall continue to be effective until all of Borrower’s Obligations have been paid and performed in full. Upon the payment and performance in full of all of Borrower’s Obligations, this Assignment shall terminate. This Assignment shall be binding upon Holdings, Borrower and their respective successors and assigns and shall inure to the benefit of and be enforceable by Agent and its successors and assigns.

6. APPLICABLE LAW . THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF NEW YORK FOR PURPOSES OF THIS SECTION 6, THIS ASSIGNMENT SHALL BE DEEMED TO BE PERFORMED AND MADE IN THE STATE OF NEW YORK.

Assignment of Contribution

IN WITNESS WHEREOF, this Assignment has been duly executed as of June 10, 2005.

PTHR HOLDINGS, INC., a Delaware corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President
PANTHER ACQUISITION, INC., an Ohio corporation
By:	/s/ Timothy Mayhew
Name:	Timothy Mayhew
Title:	President

ACKNOWLEDGMENT OF AGENT

Agent hereby acknowledges the foregoing Assignment and agrees to be bound by its terms.

ANTARES CAPITAL CORPORATION, as Agent
By:
Name:
Title:	Director

Assignment of Contribution

IN WITNESS WHEREOF, this Assignment has been duly executed as of June 10, 2005.

PTHR HOLDINGS, INC., a Delaware corporation

By:

Name:

Title:

PANTHER ACQUISITION, INC., an Ohio corporation

By:

Name:

Title:

ACKNOWLEDGMENT OF AGENT

Agent hereby acknowledges the foregoing Assignment and agrees to be bound by its terms.

ANTARES CAPITAL CORPORATION, as Agent
By:	/s/ Daniel B. Glickman
Name:	Daniel B. Glickman
Title:	Director

Assignment of Contribution

EXECUTION VERSION

DEPOSIT ACCOUNT CONTROL AGREEMENT

Dated as of:	Borrower(s):
June 10, 2005	Panther II Transportation, Inc., an Ohio corporation
The Bank:	Secured Party/Pledgee:
National City Bank	Antares Capital Corporation, a Delaware corporation, as Agent
Address of Bank:
[Insert Bank Address]

This Deposit Account Control Agreement, by and among the Bank identified above, the Borrower(s) identified above and Antares Capital Corporation, as agent for the Lenders (the “Agent”) under that certain Credit Agreement dated as of June 10, 2005, among the Borrower, Agent and the Lenders named therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), is dated as of the date written above.

Bank and Borrower each acknowledge and agree that Borrower has granted and is hereby granting to Agent, for the benefit of Agent and Lenders, a first priority security interest in, lien upon and pledge of the Account(s) (as defined below) and the Account Collateral (as defined below), including, without limitation, all free credit balances, cash and cash balances contained or on deposit in the Accounts and all proceeds thereof, whether now existing or hereafter arising. This Agreement is intended to perfect Agent’s security interest in the Account(s) and the Account Collateral pursuant to Sections 9-104, 9-312 and 9-314 of the Uniform Commercial Code and shall also serve as instructions regarding the operation of and procedures for all deposit accounts now or hereafter maintained at the Bank by, or for the deposit, credit or custody of property of, the Borrower. Capitalized terms used herein without definition shall have the meaning ascribed to them in the Credit Agreement described below.

1. Account Identification. This Agreement applies to the accounts identified below that have been established at the Bank on behalf of and in the name of the Borrower and to each other deposit account hereafter established at the Bank on behalf of the Borrower (collectively, the “Accounts”). All parties hereto acknowledge and agree that each of the Accounts is a “Deposit Account” within the meaning of Article 9 of the Uniform Commercial Code. The Borrower hereby agrees to deliver written notice to the Agent of the establishment of any accounts other than those listed below (whether characterized as a deposit account or otherwise) at the Bank by or on behalf of Borrower.

Name of Account	Account Number
Commercial Checking Account	XXXXXXXXX
Commercial Checking Account	XXXXXXXXX
Automated Funds Account	XXXXXXXXX
Controlled Disbursement Account	XXXXXXXXX

2. Security Interest; Agency .

(a) Each of Bank, Borrower and Agent acknowledge that, in order to secure the prompt and complete payment, performance and observance of all “Obligations” (as defined in the Credit Agreement), the Borrower has granted, and for avoidance of doubt and without limiting any prior grant, does hereby grant, to the Agent, for the benefit of Agent and the Lenders, a continuing lien upon, and security interest in, the Accounts and all funds, checks, cash, items and other things of value at any time paid, deposited, credited or held in, payable or withdrawable from or in transit to any Account (whether for collection, provisionally or otherwise), and all other property of the Borrower from time to time in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian therefor, and all proceeds of all of the foregoing (collectively, the “Account Collateral” ).

(b) At all times when the Agent states in writing to the Bank that an Event of Default has occurred and is continuing: (i) the Bank agrees to comply with instructions originated by Agent directing disposition of the funds in the Accounts or any other Account Collateral or to take such other action as shall from time to time be specified in writing from the Agent, in all cases without notice to or the consent of the Borrower, (ii) the Bank shall follow the instructions of the Agent as to the holding, investment and transfer of all Account Collateral (including, without limitation, any instructions to transfer such collected amounts to Agent or to an account designated by Agent), (iii) Borrower hereby irrevocably authorizes and directs the Bank to comply with any such instructions by Agent without further action or consent by Borrower and notwithstanding any subsequent objection or contrary direction the Bank may receive from Borrower, (iv) Borrower agrees that the Bank may act as the agent of the Agent in exercising any rights of set-off provided by applicable law or by any Loan Document as to any Account Collateral and (v) the Borrower agrees that the Bank shall be entitled to rely, without independent investigation, on any statement of the Agent to the effect that an Event of Default has occurred and is continuing or to the effect that any exercise of set-off requested by the Agent is permitted under applicable law or any Loan Document.

(c) Without limiting or qualifying the provisions of clause (b) above, the Agent hereby appoints the Bank as the Agent’s agent and pledgee-in-possession for the Accounts and all Account Collateral, for the purpose of perfecting Agent’s security interest therein; and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Borrower hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of the Agent, shall be or willful misconduct of, or breach of this Agreement by, the Bank or its officers, agents or employees.

entitled to exercise, upon the instructions of the Agent and in accordance with this agreement, any and all rights that the Agent may have under that certain Credit Agreement and all other agreements and instruments executed pursuant thereto, or under applicable law, with respect to the Accounts and the Account Collateral.

3. Borrower’s Access to Accounts . Agent agrees that, until such time as Bank receives written notice from Agent of the occurrence and continuance of any Event of Default under the Credit Agreement, Borrower shall be allowed access to the Accounts and the Account Collateral without Agent’s further consent (including, without limitation, presenting items drawn on the Accounts or giving Bank instructions as to the withdrawal or other disposition of any funds from time to time credited to the Accounts). Upon receipt by Bank of notice by Agent of the occurrence and continuance of an Event of Default under the Credit Agreement, and at all times thereafter until the Agent notifies the Bank otherwise, the Borrower shall not be entitled to access to the Accounts or the Account Collateral and the Bank shall not comply with any instructions or directions originated by Borrower or otherwise permit Borrower access to or control over the Accounts or the Account Collateral, including without limitation giving stop payment orders, presenting items for payment or making withdrawals therefrom.

4. Irrevocable Agreement . The Borrower hereby agrees and acknowledges that the agreements made by it and the authorizations granted by it herein are irrevocable and that the authorizations granted herein are powers coupled with an interest.

5. Set-off . The Bank hereby waives all existing and future rights of recoupment or set-off and banker’s liens against the Accounts and the Account Collateral, except those rights of set-off and banker’s liens arising in connection with (a) items deposited in the Accounts that are subsequently returned to the Bank unpaid and (b) any compensation and expenses owing and payable to Bank with respect to the Accounts which are assessed in accordance with the Bank’s standard account documentation.

6. Account Information . The Bank shall provide the Agent, at the address indicated in Section 11 below, with such information with respect to the Accounts and Account Collateral as the Agent may from time to time reasonably request, including, without limitation, and if requested by Agent, duplicate copies of all bank statements which are sent to Borrower. The Borrower hereby consents to such information being provided to the Agent.

7. Exculpation . The Bank undertakes to perform only such duties as are expressly set forth herein. Notwithstanding any other provisions of this Agreement, the parties hereto agree that the Bank shall not be liable for any action taken by it or any of its directors, officers, agents or employees in accordance with this Agreement. In no event shall the Bank be liable for indirect, special or consequential damages.

8. Indemnity . The Borrower agrees to indemnify the Bank and hold it harmless against any other loss, damage, or expense (including reasonable attorneys’ fees and other litigation expenses) which it may suffer as a direct result of the Bank’s entering into this Agreement and performing its obligation hereunder, including, honoring any instructions or direction it receives from the Agent with respect to the Accounts during the term of this Agreement, other than any loss, damage or expense incurred as a result of the gross negligence or willful misconduct of, or breach of this Agreement by, the Bank or its officers, agents or employees.

9. No Other Assignments . Bank represents and warrants to Agent that no other notices of assignment of, lien upon or security interest in the Accounts or the Account Collateral are reflected in Bank’s records concerning the Accounts and Bank has no knowledge of any such assignment or lien. Borrower hereby instructs Bank and Bank hereby agrees to record in Bank’s records concerning the Accounts any such notice of assignment of the Accounts that it receives, including the notice conferred by this Agreement. Bank agrees with and covenants to Agent that it shall not enter into any other agreement with any Person which would obligate Bank to follow such Person’s instructions with respect to the Account or the Account Collateral, or which would otherwise confer control of the Accounts or the Account Collateral upon such Person.

10. Termination . This Agreement shall remain in full force and effect until such time as the Agent shall deliver written notice to the Bank of such termination. Upon payment in full of all Obligations and termination of all commitments to lend under the Credit Agreement, Agent shall notify Bank promptly thereof and of the termination of this Agreement. All rights of the Bank under Sections 7 and 8 for the period prior to any such termination shall survive such termination.

11. Notices . All notices, requests or other communications given to the Borrower, the Agent or the Bank hereunder shall be given in writing (including facsimile transmission), at the address specified below:

Agent:	Antares Capital Corporation
	311 South Wacker Drive
	Suite 4400
	Chicago, IL 60606
	Attn: Portfolio Manager - Panther
	Facsimile: (312) 697-3998
	Telephone: (312) 697-3999
Bank:
	__________________________________________
	__________________________________________
	__________________________________________
	__________________________________________
	Attn:_____________________
	______________________
	Facsimile No.: (          )              -
Borrower:	Panther II Transportation, Inc.
	4940 Panther Parkway
	Seville, OH 44273
	Attn: Daniel K. Sokolowski
	Facsimile No.: (330) 725-4530

Any party may change its address for notices hereunder by written notice to each other party hereunder. Each notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted and electronic confirmation is received, (b) if given by mail

(registered or certified), five (5) days after such communication is deposited in the mails with registered first class postage prepaid, addressed as aforesaid or (c) if given to any other acceptable means, when delivered at the address specified in this Section.

12. Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES, AND THE BANK’S JURISDICTION FOR PURPOSES OF SECTION 9-304 OF THE UNIFORM COMMERCIAL CODE SHALL BE NEW YORK.

13. Miscellaneous Provisions . This Agreement shall supersede any other agreement (to the extent conflicting herewith) relating to the matters referred to herein, including any conflicting provision of the Bank’s customary account documentation or any other account agreement between the Borrower and the Bank. This Agreement is binding upon the parties hereto and their respective successors and assigns (including any trustee of the Borrower appointed or elected in any action under the Bankruptcy Reform Act of 1978, as amended) and shall inure to their benefit. This Agreement may not be changed, amended, modified or waived orally, except by a writing signed by the parties hereto, provided that any such writing need be signed only by the Bank and the Agent if it does not change any rights or obligations of, or authorizations granted by, the Borrower hereunder and notice thereof is provided to the Borrower by the Agent. Any provision of this Agreement that may prove unenforceable under any law or regulation shall not affect the validity of any other provision hereof. This Agreement may be executed in any number of counterparts which together shall constitute one and the same instrument.

Balance of Page Intentionally Left Blank

- Signature Page Follows -

IN WITNESS WHEREOF, the undersigned have executed this Deposit Account Control Agreement by their respective duly authorized officers as of the date first forth above.

PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	[ILLEGIBLE]
Its:	President
ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:
Its:

ACCEPTED AND AGREED TO

this      day of             , 2005:

[BANK]

By:

Its:

IN WITNESS WHEREOF, the undersigned have executed this Deposit Account Control Agreement by their respective duly authorized officers as of the date first forth above.

PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:
Its:
ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	[ILLEGIBLE]
Its:	Director

ACCEPTED AND AGREED TO
this day      of             , 2005:
[ BANK ] National City Bank
By:	[ILLEGIBLE]
Its:	Senior Vice President

BLOCKED ACCOUNT CONTROL AGREEMENT

(“Shifting Control”)

AGREEMENT dated as of June 10, 2005, by and among PTHR Holdings, Inc. (“Company”), Antares Capital Corporation (“Lender”), and JPMorgan Chase Bank, N.A. (“Depositary”).

The parties hereto refer to Account No. xxxxxxxxx in the name of Company maintained at Depositary (the “Account”) and hereby agree as follows:

1. Company and Lender notify Depositary that by separate agreement Company has granted Lender a security interest in the Account and all funds on deposit from time to time therein. Depositary acknowledges being so notified.

2. Prior to the Effective Time (as defined below) Depositary shall honor all withdrawal, payment, transfer or other fund disposition or other instructions (collectively, “instructions”) received from the Company (but not those from Lender) concerning the Account. On and after the Effective Time (and without Company’s consent), Depositary shall honor all instructions received from Lender (but not those from Company) concerning the Account and Company shall have no right or ability to access or withdraw or transfer funds from the Account.

For the purposes hereof, the “Effective Time” shall be the opening of business on the second business day next succeeding the business day on which a notice purporting to be signed by Lender in substantially the same form as Exhibit A, attached hereto, with a copy of this Agreement attached thereto (a “Shifting Control Notice”), is actually received by the individual employee of Depositary to whom the notice is required hereunder to be addressed; provided, however, that if any such notice is so received after 12:00 noon, New York City time, on any business day, the “Effective Time” shall be the opening of business on the third business day next succeeding the business day on which such receipt occurs; and, provided further, that a “business day” is any day other than a Saturday, Sunday or other day on which Depositary is or is authorized or required by law to be closed.

Notwithstanding the foregoing: (i) all transactions involving or resulting in a transaction involving the Account duly commenced by Depositary or any affiliate prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement; and (ii) Depositary and/or any affiliate may (at its discretion and without any obligation to do so) commence honoring solely Lender’s instructions concerning the Account at any time or from time to time after it becomes aware that Lender has sent to it a Shifting Control Notice but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above) with no liability whatsoever to Company or any other party for doing so.

3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions on or after the Effective Time, Lender shall provide Depositary with such Account Documentation as Depositary may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of Lender.

4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like right against the Account for so long as this Agreement is in effect except with respect to (i) returned or charged-back items, (ii) reversals or cancellations of payment orders and other electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the Account or the services provided hereunder or (iv) overdrafts in the Account

5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith without investigation on any notice (including without limitation a Shifting Control Notice), instruction or request purportedly furnished to it by Company or Lender in accordance with the terms hereof, in which case the parties hereto agree that Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Depositary has no knowledge of (and is not required to know) the terms and provisions of the separate agreement referred to in paragraph 1 above or any other related documentation or whether any actions by Lender (including without limitation the sending of a Shifting Control Notice), Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or gross negligence (and to the maximum extent permitted by law, shall under no circumstances be liable for any incidental, indirect, special, consequential or punitive damages); and (v) Depositary shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond Depositary’s reasonable control.

6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss, liability or expense (including reasonable fees and disbursements of counsel who may be an employee of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding relating thereto or incurred at Company’s direction or instruction. Lender hereby agrees to indemnify, defend and save harmless Depositary against any Covered Items incurred (i) on or after the Effective Time in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding related thereto, (ii) at Lender’s direction or instruction (including without limitation Depositary’s honoring of a Shifting Control Notice) or (iii) due to any claim by Lender of an interest in the Account or the funds on deposit therein.

7. Depositary may terminate this Agreement (a) in its discretion upon the sending of at least thirty (30) days’ advance written notice to the other parties hereto or (b) because of a material breach by Company or Lender of any of the terms of this Agreement or the Account Documentation, upon the sending of at least five (5) days advance written notice to the other parties hereto. Any other termination or any amendment or waiver of this Agreement shall be effected solely by an instrument in writing executed by all the parties hereto. The provisions of paragraphs 5 and 6 above shall survive any such termination.

8. Company shall compensate Depositary for the opening and administration of the Account and services provided hereunder in accordance with Depositary’s fee schedules from time to time in effect. Payment will be effected by a direct debit to the Account.

9. This Agreement: (i) may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the State of New York. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in writing and sent (including via facsimile transmission) to the parties hereto at their respective addresses or fax numbers set forth below (or to such other address or fax number as any such party shall designate in writing to the other parties from time to time).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:
Name:	Timothy Mayhew	Its:
Title:	President

c/o Fenway Partners, Inc. 152 W. 57 ^th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205 Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

1211 Avenue of the Americas

36 ^th Floor

New York, NY 10036

Attn: Jeffrey Rigoglioso

Facsimile No.: (212) 789-5275

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:	/s/ Daniel B. Glickman
Name:	Timothy Mayhew		Daniel B. Glickman
Title:	President	Its:	Director
			Antares Capital Corporation

c/o Fenway Partners, Inc. 152 W. 57^th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205 Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

1211 Avenue of the Americas

36 ^th Floor

New York, NY 10036

Attn: Jeffrey Rigoglioso

Facsimile No.: (212) 789-5275

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:
Name:	Timothy Mayhew	Its:
Title:	President

c/o Fenway Partners, Inc. 152 W. 57 ^th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205 Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.
By:	/s/ Fabio Lindia
Name:	Fabio Lindia
Title:	VP

1211 Avenue of the Americas

36 ^th Floor

New York, NY 10036

Attn: Jeffrey Rigoglioso

Facsimile No.: (212) 789-5275

EXHIBIT A

[to be placed on Lender letterhead]

BLOCKED ACCOUNT AGREEMENT

SHIFTING CONTROL NOTICE

            ,         

JPMorgan Chase Bank, N.A.

[Address]

Attention: [Customer Service Officer] or                     

Re: Blocked Account Control Agreement dated as of             , 200   (the “Agreement”) by and among             ,             , and JPMorgan Chase Bank, N.A.

Ladies and Gentlemen:

This constitutes a Shifting Control Notice as referred to in paragraph 2 of the Agreement, a copy of which is attached hereto.

[NAME OF LENDER]

By:

Signature

Name

Title:

BLOCKED ACCOUNT CONTROL AGREEMENT

(“Shifting Control”)

AGREEMENT dated as of June 10, 2005, by and among PTHR Holdings, Inc. (“Company”), Antares Capital Corporation (“Lender”), and JPMorgan Chase Bank, N.A. (“Depositary”).

The parties hereto refer to Account No. xxxxxxxxx in the name of Company maintained at Depositary (the “Account”) and hereby agree as follows:

1. Company and Lender notify Depositary that by separate agreement Company has granted Lender a security interest in the Account and all funds on deposit from time to time therein. Depositary acknowledges being so notified.

2. Prior to the Effective Time (as defined below) Depositary shall honor all withdrawal, payment, transfer or other fund disposition or other instructions (collectively, “instructions”) received from the Company (but not those from Lender) concerning the Account. On and after the Effective Time (and without Company’s consent), Depositary shall honor all instructions received from Lender (but not those from Company) concerning the Account and Company shall have no right or ability to access or withdraw or transfer funds from the Account.

For the purposes hereof, the “Effective Time” shall be the opening of business on the second business day next succeeding the business day on which a notice purporting to be signed by Lender in substantially the same form as Exhibit A, attached hereto, with a copy of this Agreement attached thereto (a “Shifting Control Notice”), is actually received by the individual employee of Depositary to whom the notice is required hereunder to be addressed; provided, however, that if any such notice is so received after 12:00 noon, New York City time, on any business day, the “Effective Time” shall be the opening of business on the third business day next succeeding the business day on which such receipt occurs; and, provided further, that a “business day” is any day other than a Saturday, Sunday or other day on which Depositary is or is authorized or required by law to be closed.

Notwithstanding the foregoing: (i) all transactions involving or resulting in a transaction involving the Account duly commenced by Depositary or any affiliate prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement; and (ii) Depositary and/or any affiliate may (at its discretion and without any obligation to do so) commence honoring solely Lender’s instructions concerning the Account at any time or from time to time after it becomes aware that Lender has sent to it a Shifting Control Notice but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above) with no liability whatsoever to Company or any other party for doing so.

3. This Agreement supplements, rather than replaces, Depositary’s deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of

this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions on or after the Effective Time, Lender shall provide Depositary with such Account Documentation as Depositary may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of Lender.

4. Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like right against the Account for so long as this Agreement is in effect except with respect to (i) returned or charged-back items, (ii) reversals or cancellations of payment orders and other electronic fund transfers, (iii) Depositary’s charges, fees and expenses with respect to the Account or the services provided hereunder or (iv) overdrafts in the Account.

5. Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith without investigation on any notice (including without limitation a Shifting Control Notice), instruction or request purportedly furnished to it by Company or Lender in accordance with the terms hereof, in which case the parties hereto agree that Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Depositary has no knowledge of (and is not required to know) the terms and provisions of the separate agreement referred to in paragraph 1 above or any other related documentation or whether any actions by Lender (including without limitation the sending of a Shifting Control Notice), Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or gross negligence (and to the maximum extent permitted by law, shall under no circumstances be liable for any incidental, indirect, special, consequential or punitive damages); and (v) Depositary shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond Depositary’s reasonable control.

6. Company hereby agrees to indemnify, defend and save harmless Depositary against any loss, liability or expense (including reasonable fees and disbursements of counsel who may be an employee of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding relating thereto or incurred at Company’s direction or instruction. Lender hereby agrees to indemnify, defend and save harmless Depositary against any Covered Items incurred (i) on or after the Effective Time in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding related thereto, (ii) at Lender’s direction or instruction (including without limitation Depositary’s honoring of a Shifting Control Notice) or (iii) due to any claim by Lender of an interest in the Account or the funds on deposit therein.

7. Depositary may terminate this Agreement (a) in its discretion upon the sending of at least thirty (30) days’ advance written notice to the other parties hereto or (b) because of a material breach by Company or Lender of any of the terms of this Agreement or the Account Documentation, upon the sending of at least five (5) days advance written notice to the other parties hereto. Any other termination or any amendment or waiver of this Agreement shall be effected solely by an instrument in writing executed by all the parties hereto. The provisions of paragraphs 5 and 6 above shall survive any such termination.

8. Company shall compensate Depositary for the opening and administration of the Account and services provided hereunder in accordance with Depositary’s fee schedules from time to time in effect. Payment will be effected by a direct debit to the Account.

9. This Agreement: (i) may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; (ii) shall become effective when counterparts hereof have been signed and delivered by the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the State of New York. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in writing and sent (including via facsimile transmission) to the parties hereto at their respective addresses or fax numbers set forth below (or to such other address or fax number as any such party shall designate in writing to the other parties from time to time).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:
Name:	Timothy Mayhew	Its:
Title:	President
c/o Fenway Partners, Inc. 152 W. 57 th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205		Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

1211 Avenue of the Americas

36 ^th Floor

New York, NY 10036

Attn: Jeffrey Rigoglioso

Facsimile No.: (212) 789-5275

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:	/s/ Daniel B. Glickman
Name:	Timothy Mayhew		Daniel B. Glickman
Title:	President	Its:	Director Antares Capital Corporation
c/o Fenway Partners, Inc. 152 W. 57 th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205		Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

1211 Avenue of the Americas

36 ^th Floor

New York, NY 10036

Attn: Jeffrey Rigoglioso

Facsimile No.: (212) 789-5275

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

PTHR HOLDINGS, INC.		ANTARES CAPITAL CORPORATION, in its capacity as Agent for the Lenders
By:	/s/ Timothy Mayhew	By:
Name:	Timothy Mayhew	Its:
Title:	President
c/o Fenway Partners, Inc. 152 W. 57 th Street New York, New York 10029 Attn: Timothy P. Mayhew and Joseph Domonkos Facsimile: (212) 581-1205		Antares Capital Corporation 311 South Wacker Drive Suite 4400 Chicago, IL 60606 Attn: Portfolio Manager – Panther Facsimile: (312) 697-3998 Telephone: (312) 697-3999

JPMORGAN CHASE BANK, N.A.
By:	/s/ Fabio Lindia
Name:	Fabio Lindia
Title:	VP
1211 Avenue of the Americas 36 th Floor New York, NY 10036 Attn: Jeffrey Rigoglioso Facsimile No.: (212) 789-5275

EXHIBIT A

[to be placed on Lender letterhead]

BLOCKED ACCOUNT AGREEMENT

SHIFTING CONTROL NOTICE

                                                                                                                                                                    ,         

JPMorgan Chase Bank, N.A.

[Address]

Attention: [Customer Service Officer] or                     

Re: Blocked Account Control Agreement dated as of             , 200     (the “Agreement”) by and among                         ,                     , and JPMorgan Chase Bank, N.A.

Ladies and Gentlemen:

This constitutes a Shifting Control Notice as referred to in paragraph 2 of the Agreement, a copy of which is attached hereto.

[NAME OF LENDER]
By:
	Signature
Name
Title:

EX-10.12

Exhibit 10.12

[Execution Copy]

Panther II Transportation, Inc.

NOTE PURCHASE AGREEMENT

Re: $25,100,000 14.0% Senior Subordinated Notes,

Due July 31, 2012

Dated as of January 11, 2006

TO THE PURCHASERS NAMED IN SCHEDULE I HERETO

WHICH ARE SIGNATORIES OF THIS AGREEMENT

Ladies and Gentlemen:

The undersigned, Panther II Transportation, Inc., an Ohio corporation (the “Company”), agrees with you as follows:

SECTION 1. DESCRIPTION OF NOTES; CLOSING DATE.

Section 1.1. Description of Notes. The Company will authorize the issue and sale of $25,100,000 aggregate principal amount of its 14.0% Senior Subordinated Notes due July 31, 2012 (the “Notes”) to be dated the Closing Date, to bear interest (computed on the basis of a year of 360 days and twelve 30-day months) from such date at the rate of 14.0% per annum, except as otherwise provided in this Section 1.1, payable quarterly in arrears on March 31^st, June  30^th, September  30^th and December 31^st (each, an “Interest Payment Date”) (commencing March 31, 2006) in the form attached hereto as Exhibit A. From the Closing Date to the second anniversary thereof, interest payable on the Notes shall consist of (i) 7% payable in cash on each Interest Payment Date and (ii) at the option of the Company, the remaining 7% payable on each Interest Payment Date on the Notes either (a) in cash or (b) through an increase in the principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually. From and after the second anniversary of the Closing Date, interest payable on each Interest Payment Date on the Notes in the amount of twelve (12%) percent must be paid in cash and interest payable on each Interest Payment Date in the amount of two (2%) percent may, at the Company’s option, be paid either (a) in cash or (b) through an increase in the principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, but in no event more frequently than annually. At any time after the Closing Date, the Company shall have the option, in its sole discretion, to pay the entire amount of the interest payable on the Notes on each Interest Payment Date through an increase in the principal amount of the Notes, which increase shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually; provided, however, in such case, the interest payable on each Interest Payment Date on the Notes shall be

increased to a rate of sixteen (16%) percent on the aggregate outstanding principal amount, and provided, further, that the Management Fee payable under Section 5.7(d) hereof shall not be paid in cash but shall accrue during such time period when the Company has elected this 16% option. Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each Interest Payment Date following the payment in full, and termination of all commitments to lend, of the Senior Debt and on the Maturity Date, and (ii) at the option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. Furthermore, on any Interest Payment Date, commencing with the first Interest Payment Date following the fifth anniversary of the Closing Date, if the aggregate amount which would be includible in income of the holders of the Notes for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under the Notes on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date under this Section 1.1) and (y) the product of (A) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Notes and (B) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of the Notes (such sum, the “Maximum Accrual”), then the Company shall pay to the holders of the Notes in cash an aggregate amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual, provided, that such payment is then permitted under the Senior Credit Agreement. During the continuance of an Event of Default, the Notes will, to the extent permitted by law, bear a default rate of interest (computed on the basis of 360 days and twelve 30-day months) from the date of occurrence of such Event of Default at the rate of 2.0% per annum in excess of the then prevailing interest rate on the Notes at such time, payable in cash on demand and at maturity in full in cash (the “Default Rate”). The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts set forth in Section 1 of this Agreement. The terms which are capitalized herein shall have the meanings set forth in Annex A unless the context shall otherwise require.

Section 1.2. Prepayments of Notes.

(a) Optional Redemption. The Company shall have the right to prepay any part of the Notes as provided in this Section 1. Upon compliance with Section 1.4, and to the extent permitted by the Senior Loan Documents, the Company shall have the right to prepay all, or from time to time, any part of, the Notes in an amount not less than $1,000,000 or incremental multiples of $100,000 in excess thereof, (a) from the Closing Date to the first anniversary thereof, at 105% of the principal amount to be prepaid, together with accrued interest thereon, (b) from the day after the first anniversary of the Closing Date to the second anniversary of the Closing Date, at 102.5% of the principal amount to be prepaid, together with accrued interest thereon and (c) on or after the day after the second anniversary of the Closing Date, at 100% of the principal amount to be prepaid together with accrued interest thereon.

(b) Prepayment of Notes upon Change of Control. Upon the occurrence of a Change of Control, the Company will give written notice (a “Control Change Notice”) of such fact to all holders of the Notes then outstanding no less than fifteen (15) days prior to the occurrence of the

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Change of Control. The Control Change Notice shall (i) describe the facts and circumstances of such Change of Control (including the Change of Control Agreement Date) in reasonable detail and (ii) make reference to this Section 1.2(b) and state that the Company is making an offer to prepay the Notes in full at a prepayment price equal to the sum of the principal amount of the Notes, together with accrued and unpaid interest thereon to the date of prepayment, plus the Applicable Premium on the date specified in the Control Change Notice, which date will be no later than the occurrence of the Change of Control (such date, the “Control Change Payment Date”). All Notes properly tendered to the Company in connection with the Control Change Notice shall be prepaid in full together with accrued interest thereon and the Applicable Premium on the Control Change Payment Date.

For purposes of this Section 1.2(b), the “Applicable Premium” shall be (i) from the Closing Date to (but excluding) the second anniversary thereof, 101% of the principal amount of the Notes to be prepaid, and (ii) thereafter, 100%.

Notwithstanding the foregoing provisions of this Section 1.2(b), the Company shall not be required to provide a Control Change Notice if the Company has given notice of any optional prepayment of Notes in full in accordance with Section 1.4.

Section 1.3. Prepayment of Notes From Net Proceeds.

(a) Net Proceeds. At any time the Company accumulates Net Proceeds of $575,000 or more from dispositions or sales of assets in accordance with Section 5.2 and , so long as all of the obligations under the Senior Credit Agreement have been paid in full and all commitments to lend shall have been terminated, the Company will give written notice (a “Net Proceeds Notice”) of such fact to all holders of the Notes then outstanding no more than five (5) Business Days after such accumulation. The Net Proceeds Notice shall (i) make reference to this Section 1.3 and state that unless the holder makes a declaration of its intent not to have the Notes held by it prepaid, such Notes shall be prepaid pro rata (based on the unpaid principal amounts thereof) to the extent of the Net Proceeds on a date which shall be thirty (30) days from the date of the Net Proceeds Notice (the “Net Proceeds Payment Date”), together with accrued interest thereon and (ii) specify the date by which the holder must respond to such Net Proceeds Notice pursuant to this Section 1.3 in order not to have the Notes held by it so prepaid. Notwithstanding the foregoing, provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Company reinvests the Net Proceeds of such disposition or sale of assets, or a portion thereof, in productive assets of a kind then used or usable in the business of the Company, within one hundred eighty (180) days after the date of such disposition or sale of assets or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment.

(b) All Notes held by such holder shall be prepaid in whole or in part together with accrued interest thereon on the Net Proceeds Payment Date unless such holder delivers to the Company a written notice (the “Declaration Notice”) to such effect (which notice may provide, at the holder’s option, for a partial prepayment of such holder’s Notes). The Company shall prepay out of such Net Proceeds on the Net Proceeds Payment Date a pro rata portion of each Note (other than a Note for which a Declaration Notice has been issued), based on the unpaid

3

principal amounts thereof, together with accrued interest thereon. Such Declaration Notice shall be effective only if provided to the Company within twenty (20) days after the date of the Net proceeds Notice. In the event that a Net Proceeds Notice is given and a holder of the Notes fails to provide a Declaration Notice within the time period set forth above, the Notes held by such holder shall be prepaid pro rata (based on the unpaid principal amounts thereof) to the extent of the Net Proceeds, together with accrued interest thereon.

All prepayments on the Notes pursuant to this Section 1.3 shall be made by the payment in cash of the aggregate principal amount remaining unpaid on such Notes and accrued interest thereon to the date of such prepayment.

Section 1.4. Notice of Optional Prepayments of Notes. The Company will give notice of any optional prepayment of the Notes to each holder thereof not less than fifteen (15) days nor more than sixty (60) days before the date fixed for such optional prepayment specifying (i) the date of prepayment (ii) the principal amount of the holder’s Notes to be prepaid on such date and the applicable prepayment amount specified in Section 1.2(a) and (iii) the accrued interest applicable to the prepayment. Notice of prepayment having been so given, the principal amount of the Notes to be prepaid, upon satisfaction of such conditions precedent, shall become due and payable on the prepayment date specified in said notice provided that such prepayment only shall be made to the extent permitted by the Senior Loan Documents.

Section 1.5. Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent holder which has given written notice to the Company requesting that the provisions of this Section 1.5 shall apply, the Company will punctually pay when required hereunder the principal thereof, interest thereon due with respect to said principal, or any amounts otherwise payable in respect of the Notes without any presentment thereof, directly to you, to your nominee or to such subsequent holder at your address, or your nominee’s address, set forth in Schedule I hereto or such other address as you, your nominee or such subsequent holder may from time to time designate in writing to the Company or, if a bank account maintained in the United States with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Company from you, from your nominee or from any such subsequent holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account maintained in the United States in any United States bank as you, your nominee or any such subsequent holder may from time to time direct in writing.

Section 1.6. Transaction Fees. On the Closing Date, the Company shall pay to you, a transaction fee in an amount equal to 2.0% of the principal amount of the Notes purchased by you, which fee shall be fully earned and payable on the Closing Date (the “Transaction Fee”).

Section 1.7. Commitment; Closing Date.

Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth the Company agrees to issue and sell to you, and you (severally, but not jointly) agree to purchase from the Company, Notes in the aggregate principal amount set

4

forth opposite your name on Schedule I hereto on the Closing Date for an aggregate purchase price equal to the principal amount of such Notes.

Delivery of the Notes will be made at the offices of Ropes & Gray LLP, against payment therefor by wire transfer to the Company, in the amount of the purchase price, on January 11, 2006 or such later date (not later than February 28, 2006) as shall mutually be agreed upon by the Company and the Purchasers (the “Closing Date”). The Notes delivered to you on the Closing Date will be delivered to you in the form of registered Notes in the form attached hereto as Exhibit A, for the full amount of your purchase (unless different denominations are specified by you), registered in your name or in the name of your nominee, all as you may specify at any time prior to the date fixed for delivery.

Section 1.8. Subordination.

The Purchasers recognize and acknowledge that their rights and remedies hereunder are subject to the Intercreditor Agreement.

SECTION 2. CLOSING CONDITIONS.

Your obligation to purchase the Notes on the Closing Date shall be subject to (i) the performance by the Company of its agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the Notes and (ii) to the following further conditions precedent:

Section 2.1. Execution of Senior Subordinated Debt Documents. On or prior to the Closing Date:

(a) you shall have received counterparts of this Agreement and the Guaranties, duly executed and delivered to you by the Company and Guarantors, as applicable, and evidence of the simultaneous sale of the Notes to be sold to the Purchasers hereunder;

(b) the Notes in the form attached as Exhibit A shall have been duly executed and delivered to you by the Company, and shall be in full force and effect;

(c) such other Senior Subordinated Debt Documents as the holders of the Notes may reasonably request shall have been duly executed and delivered to you and shall be in full force and effect.

Section 2.2. Closing Certificates. You shall have received:

(a) certificates dated the Closing Date, signed on behalf of the Company, Holdings and each Subsidiary thereof by a Responsible Officer of the Company, Holdings and each Subsidiary thereof, as applicable, the truth and accuracy of which shall be a condition to your obligation to purchase the Notes proposed to be sold to you and to the effect that (i) the respective representations and warranties of the Company, Holdings and each Subsidiary thereof set forth herein are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and

5

correct in all respects) on and as of the Closing Date, (ii) each of the Company, Holdings and each Subsidiary thereof has performed all of its obligations and satisfied all conditions hereunder which are to be performed or satisfied contemporaneously with or prior to the Closing Date, and (iii) no Default or Event of Default has occurred and is continuing;

(b) certificates of the Secretary or Assistant Secretary of the Company, Holdings and each Subsidiary thereof dated the Closing Date and certifying (i) that attached thereto are true and complete copies of (A) the certificate of incorporation or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date, certified as of a recent date by the Secretary of State (or like official) of the jurisdiction of such Person’s formation, (B) the bylaws or similar governing document (including all amendments thereto) of such Person, as in effect as of the Closing Date and (C) resolutions duly adopted (and not modified, rescinded or amended) by the Board of Directors (or similar governing body) of such Person authorizing the execution, delivery and performance of each of the Senior Subordinated Debt Documents and Equity Co-Investment Documents to which it is a party; and (ii) as to the incumbency and specimen signature of each officer executing any of the Senior Subordinated Debt Documents and Equity Co-Investment Documents (together with a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate described in this clause (b)); and

(c) a long form certificate as to the good standing of the Company, Holdings and each Subsidiary thereof as of a recent date, from the Secretary of State (or like official) of its jurisdiction of formation and the jurisdictions in which its principal properties are located.

Section 2.3. Legal Opinions. You shall have received from Ropes & Gray LLP, counsel for the Company, Holdings and each Subsidiary thereof its opinion dated the Closing Date, in form and substance reasonably satisfactory to each of the Purchasers.

Section 2.4. Payment of Fees and Expenses. You shall have received from the Company on or prior to the Closing Date the payment of all reasonable out-of-pocket costs, fees and expenses (including, without limitation, reasonable legal fees and expenses incurred by your counsel) incurred in connection with your due diligence investigation of the Company, Holdings and their Subsidiaries and the negotiation of the Senior Subordinated Debt Documents and the Equity Co-Investment Documents to the extent invoiced on or prior to the Closing Date. You shall have received from the Company on or prior to the Closing Date the payment of the Transaction Fee.

Section 2.5. Application of Certain Proceeds; Statement of Sources and Uses of Proceeds. Substantially concurrently with the delivery of the Notes to you on the Closing Date (and, in any event, on the Closing Date), the Company shall apply substantially all of the proceeds of the sale of the Notes and fundings under the Senior Credit Agreement in accordance with the sources and uses of funds set forth on Schedule 2.5.

You shall have received a detailed statement and evidence of such application of proceeds satisfactory in form and substance to you.

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Section 2.6. Existence and Authority of the Company, Holdings and the Subsidiaries. On or prior to the Closing Date, you shall have received, in form and substance reasonably satisfactory to you, such documents and evidence with respect to the Company, Holdings and their Subsidiaries as you may reasonably request in order to establish the existence and good standing of the Company, Holdings and their Subsidiaries and the authorization of the transactions contemplated by the Senior Subordinated Debt Documents and the Senior Credit Agreement.

Section 2.7. Senior Credit Agreement and Related Agreements.

(a) On or prior to the Closing Date the Company and its Subsidiaries, as applicable, shall have entered into the Senior Credit Agreement and the Related Agreements, each which shall be in form and substance reasonably satisfactory to you and your special counsel in all respects.

(b) You shall have received a copy of the Senior Credit Agreement and the Related Agreements. On or prior to the Closing Date, all conditions precedent to the consummation of the initial borrowing under the Senior Credit Agreement shall have been fulfilled, and such transactions shall be consummated simultaneously with the consummation of the transactions contemplated hereby.

Section 2.8. Absence of Material Adverse Change, Etc. Since December 31, 2004, no change constituting a Material Adverse Effect shall have occurred.

Section 2.9. Consents and Approvals. All necessary consents, approvals and thorizations of, and declarations, registrations and filings with, governmental bodies required in order to consummate the transactions contemplated by the Senior Subordinated Debt Documents and Senior Credit Agreement shall have been obtained or made and shall be in full force and effect.

Section 2. 10. Your Purchase Permitted by Applicable Laws; Legal Investment. Your purchase of and payment for the Notes to be purchased by you hereunder on the Closing Date shall be permitted by the laws and regulations of the jurisdictions to which you are subject and you shall have received such certificates or other evidence as you may reasonably request to establish compliance with this condition.

Section 2.11. Capital Structure; Liquidity.

(a) The capital structure of the Company shall include no more than the amount of outstanding Indebtedness set forth in Schedule 2.11.

(b) Immediately after giving effect to the transactions contemplated by this Agreement and the initial borrowing under the Senior Credit Agreement, (A) the Company shall have excess availability under the revolving credit facility under the Senior Credit Agreement of not less than $4,750,000 and (B) the Company shall have delivered evidence to the satisfaction of the Purchasers demonstrating that (i) adjusted EBITDA of the Company for the twelve month period ended December 31, 2005 shall be not less than $22,750,000 and (ii) the ratio of (x) the

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total Indebtedness of the Company as of the Closing Date to (y) adjusted EBITDA of the Company for the twelve month period ended December 31, 2005 shall be not greater than 4.40 to 1.00.

Section 2.12. Satisfactory Proceedings. All proceedings taken in connection with the transactions contemplated by the Senior Subordinated Debt Documents, the Equity Co-Investment Documents and the Senior Loan Documents, and all documents necessary to the consummation thereof, shall be reasonably satisfactory in form and substance to you and your special counsel, and you shall have received a copy (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the consummation of said transactions.

Section 2.13. Absence of Litigation, Orders, Etc. There shall not be pending or threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company, Holdings or any of their Subsidiaries or the respective assets or property of any of the foregoing which seeks to enjoin or restrain any of the transactions contemplated herein, in the Senior Subordinated Debt Documents, the Equity Co-Investment Documents or the Senior Loan Documents. No order of any court, arbitrator or governmental body shall be in effect which purports to enjoin or restrain any of the transactions contemplated herein.

Section 2.14. [Intentionally Omitted].

Section 2.15. Due Diligence. The completion of all due diligence relating to legal, tax, environmental and accounting matters with respect to the Company and each of its Subsidiaries, in each case in scope and with results satisfactory to the Purchasers.

Section 2.16. Projections. The Company shall have caused to be delivered to the Purchasers such consolidated plans and financial forecasts as the Purchasers may reasonably request, including (i) a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows of Holdings, the Company and their Subsidiaries for the current Fiscal Year, and (ii) forecasted consolidated statements of income and cash flows of Company and its Subsidiaries for each month of such Fiscal Year of Holdings, the Company and their Subsidiaries.

Section 2.17. Execution of Equity Co-Investment Documents. On or prior to the Closing Date:

(a) The Purchasers (i) shall have received the Subscription Agreements executed by Holdings; (ii) shall have received certificates (or other evidence if such units are not certificated) representing the shares of common stock and preferred stock of Holdings purchased under the Subscription Agreements; (iii) shall have received evidence that such shares are validly issued, fully paid and non-assessable; and (iv) shall have received a legal opinion from Ropes & Gray LLP in form and substance reasonably satisfactory to the Purchasers.

(b) The Stockholders Agreement shall have been executed by the parties thereto and all other Equity Co-Investment Documents shall have been executed by the parties thereto and shall be reasonably satisfactory to the Purchasers.

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Section 2.18. [Intentionally Omitted].

Section 2.19. Financial Statements. The Purchasers shall have received copies of all of the financial statements and projections of the Company and its Subsidiaries referred to in Section 3.11 together with a balance sheet, certified on behalf of the Company by a Responsible Officer.

SECTION 3. REPRESENTATIONS.

The Company represents and warrants to the Purchasers that the following set forth in Sections 3.1 to 3,23 below will be, true, correct and complete as of the Closing Date:

Section 3.1. Corporate Existence and Power. Holdings, the Company and each of its Subsidiaries:

(a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable;

(b) has the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business, execute, deliver, and perform its obligations under, the Senior Subordinated Debt Documents and Equity Co-Investment Documents to which it is a party and declare and make the Closing Date Distributions;

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

(d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do so could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.2. Corporate Authorization; No Contravention.

(a) The execution, delivery and performance by the Company of this Agreement and the Guaranty, and Holdings, the Company and its Subsidiaries of any other Senior Subordinated Debt Document or Equity Co-Investment Documents to which such Person is party, and the declaration and making of the Closing Date Distributions, have been duly authorized by all necessary action, and do not and will not:

(i) contravene the terms of any of that Person’s Organization Documents;

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(ii) conflict with or result in any material breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iii) violate any material Requirement of Law in any material respect.

(b) Schedule 3.2 sets forth the authorized equity securities of each of Holdings, the Company and its Subsidiaries as of the Closing Date after giving effect to the Closing Date Distributions. All issued and outstanding equity securities of each of Holdings, the Company and its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the equity securities of Company and its Subsidiaries, those in favor of Senior Lenders under the Senior Credit Agreement, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding capital stock of the Company is owned by Holdings. As of the Closing Date, all of the issued and outstanding capital stock of Panther Sub is owned by the Company. As of the Closing Date, all of the issued and outstanding equity securities of Holdings are owned by the Persons and in the amounts set forth on Schedule 3.2, Except as set forth on Schedule 3.2, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any shares of capital stock or other securities of the Company, its Subsidiaries or, as of the Closing Date, Holdings.

Section 3.3. Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Holdings, the Company or any of its Subsidiaries of this Agreement or any other Senior Subordinated Debt Document.

Section 3.4. Binding Effect. This Agreement and each other Senior Subordinated Debt Document to which Holdings, the Company or any of its Subsidiaries is a party constitute the legal, valid and binding obligations of Holdings, the Company and each Subsidiary which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.

Section 3.5. Litigation. Except as specifically disclosed in Schedule 3.5, there are no actions, suits, proceedings, claims or disputes pending, or to the knowledge of the Company, threatened, at law, in equity, in arbitration or before any Governmental Authority, against Holdings, the Company, or its Subsidiaries or any of their respective Properties which:

(a) purport to affect or pertain to this Agreement, any other Senior Subordinated Debt Document, or any of the transactions contemplated hereby or thereby; or

(b) if determined adversely to Holdings, Company or any of its Subsidiaries, could reasonably be expected to result in equitable relief or monetary judgment(s), individually or in

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the aggregate, in excess of $575,000 (other than with respect to claims relating to ordinary course traffic accidents, to the extent covered by independent third-party insurance; provided, that such third-party insurer has acknowledged coverage with respect thereto).

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Senior Subordinated Debt Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.

Section 3.6. No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by the Company. Neither Holdings, the Company nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect or that would, if such default had occurred after the Closing Date, create an Event of Default under subsection 7.1(e).

Section 3.7. ERISA Compliance.

(a) Schedule 3.7 lists all Qualified Plans and Multiemployer Plans. The Company and each of its Subsidiaries is in compliance in all respects with all requirements of each Plan, and each Plan complies in all respects, and is operated in compliance in all respects, with all applicable provisions of law, except to the extent such non-compliance would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. The Company is not aware, after due inquiry, of any item of non-compliance which would reasonably be expected to result in the loss of Plan qualification or tax-exempt status, or which could not be corrected under any correction program of any Governmental Authority without resulting in a Material Adverse Effect, or which would give rise to an excise tax or other penalty imposed by a Governmental Authority that would reasonably be expected to result in a Material Adverse Effect. No proceeding, claim, lawsuit and/or investigation is pending concerning any Plan which would reasonably be expected to result in a Material Adverse Effect. Except to the extent that it could not reasonably be expected to give rise to a material liability to the Company or any of its Subsidiaries, all required contributions have been and will be made in accordance with the provisions of each Qualified Plan and Multiemployer Plan, and with respect to the Company or any ERISA Affiliate, there are, have been and will be no material Unfunded Pension Liabilities or Withdrawal Liabilities.

(b) No ERISA Event has occurred or is expected to occur with respect to any Qualified Plan, Multiemployer Plan or Plan that could reasonably be expected to give rise to a material liability to the Company or any of its Subsidiaries.

(c) Members of the Controlled Group currently comply and have complied in all respects with the notice and continuation coverage requirements of Section 4980B of the Code, except such noncompliance as could not reasonably be expected to give rise to a material liability to the Company or any of its Subsidiaries.

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(d) The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(l)(A)- (D) of the Code. The representation by the Company in the first sentence of this Section 3.7(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 3.24 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 3.8. Use of Proceeds; Margin Regulations. The proceeds of the issuance of the Notes are intended to be and shall be used solely for the purposes set forth in and permitted by Section 2.5, and are intended to be and shall be used in compliance with Section 5.8. Neither the Company nor any of its Subsidiaries is generally engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Proceeds of the issuance of the Notes shall not be used for the purpose of purchasing or carrying Margin Stock.

Section 3.9. Title to Properties. As of the Closing Date, neither the Company nor any of its Subsidiaries own any real Property. Except as disclosed in Schedule 3.9, the Company and each of its Subsidiaries have valid leasehold interests in all real Property, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses. The Property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Section 3.10. Taxes. Except as disclosed in Schedule 3.10, the Company and its Subsidiaries have filed all Federal income and other material tax returns and reports required to be filed, and have paid all Federal income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their Properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves have been provided in accordance with GAAP and no notice of Lien has been filed or recorded. There is no proposed tax assessment against the Company or any of its Subsidiaries which would, if the assessment were made, either individually or in the aggregate, have a Material Adverse Effect.

Section 3.11. Financial Condition.

(a) Each of (i) the audited consolidated balance sheet of the Company and its Subsidiaries dated December 31, 2004, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Company and its Subsidiaries dated November 30, 2005 (and to the extent available, December 31, 2005) and the related

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unaudited consolidated statements of income, shareholders’ equity and cash flows for the eleven (11) months (or twelve (12) months, as applicable) then ended:

(x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(y) present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby.

(b) Since December 31,2004 there has been no Material Adverse Effect.

(c) Company and its Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

(d) The projections for Holdings, the Company and their Subsidiaries for the period January 1,2006 through December 31, 2010 heretofore delivered to the Purchasers represent the Company’s good faith estimate of future financial performance and are based on assumptions believed by the Company to be fair and reasonable in light of current market conditions; provided, the Company can give no assurances that such projections will be attained.

Section 3.12. Environmental Matters.

(a) The on-going operations of the Company and each of its Subsidiaries comply in all respects with all Environmental Laws, except as would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

(b) The Company and each of its Subsidiaries have obtained all licenses, permits, authorizations and registrations required under any Environmental Law (“Environmental Permits”) and necessary for their respective Ordinary Course of Business, all such Environmental Permits are in good standing and in full force and effect, and the Company and each of its Subsidiaries are in compliance with all material terms and conditions of such Environmental Permits, except where the failure to obtain, to maintain in good standing and in full force and effect, or to be in compliance with such Environmental Permits would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries and could not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

(c) None of the Company, any of its Subsidiaries or any of their respective present Property or operations, is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting non-compliance with any Environmental Law, any Environmental Claim or any Hazardous Material.

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(d) There are no Hazardous Materials or other conditions or circumstances existing with respect to any Property, or arising from operations prior to the Closing Date, of the Company or any of its Subsidiaries, that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. In addition, neither the Company nor any of its Subsidiaries has any underground storage tanks (i) that are not properly registered or permitted under applicable Environmental Laws, or (ii) that are leaking or disposing of Hazardous Materials, the result of which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

Section 3.13. Agreements. Schedule 3.13 accurately and completely lists all Material Contracts to which any of Holdings, the Company or their Subsidiaries is a party that are in effect on the Closing Date in connection with the operation of the business conducted thereby and the Company has delivered to the Purchasers complete and correct copies of all such Material Contracts, including any amendments, supplements or modifications with respect thereto.

Section 3.14. Regulated Entities. None of the Company, any Person controlling the Company, or any Subsidiary of the Company, is (a) an “investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other Federal or state statute or regulation limiting its ability to incur Indebtedness.

Section 3.15. Solvency. The Company, individually, is and the Company and its Subsidiaries, on a consolidated basis, are, Solvent.

Section 3.16. Labor Relations. There are no strikes, lockouts or other labor disputes against the Company or any of its Subsidiaries, or, to the best of the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries, in any case which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect and no significant unfair labor practice complaint is pending against the Company or any of its Subsidiaries or, to the best knowledge of the Company, threatened against any of them before any Governmental Authority in any case which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 3.17. Copyrights, Patents, Trademarks and Licenses, etc. Schedule 3.17 identifies all registrations and applications for registration of any United States and foreign patents, trademarks, service marks, trade names and copyrights, and all licenses thereof, owned or held by Company or any of its Subsidiaries on the Closing Date after giving effect to the Related Transactions, and identifies the jurisdictions in which such registrations and applications have been filed. Except as otherwise disclosed in Schedule 3.17, as of the Closing Date, Company and its Subsidiaries are the sole beneficial owners of, or have the right to use, free from any Liens, restrictions or burdens, the intellectual property identified on Schedule 3.17 and all other processes, designs, formulas, computer programs, computer software packages, trade secrets, inventions, product manufacturing instructions, technology, research and development, know-how and all other intellectual property that are necessary for the operation of Company’s

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and its Subsidiaries’ businesses as being operated on the Closing, except to the extent any such failure will not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each patent, trademark, service mark, trade name, copyright and license listed on Schedule 3.17 is in full force and effect except to the extent the failure to be in effect will not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3.17, to the best knowledge of Company, as of the Closing Date (a) none of the present or contemplated products or operations of Company or its Subsidiaries infringes any patent, trademark, service mark, trade name, copyright, license of intellectual property or other right owned by any other Person, and (b) there is no pending or threatened claim or litigation against or affecting Company or any of its Subsidiaries contesting the right of any of them to manufacture, process, sell or use any such product or to engage in any such operation except for infringements, claims and/or litigation which will not and could not reasonably be expected to have a Material Adverse Effect. None of the trademark applications set forth on Schedule 3.17 is an “intent-to-use” application.

Section 3.18. Subsidiaries. The Company has no Subsidiaries or equity investments in any other corporation or entity other than those specifically disclosed in Schedule 3.2.

Section 3.19. Brokers’ Fees; Transaction Fees. Except as disclosed in Schedule 3.19 and except for fees payable to the Purchasers, neither the Company nor any of its Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

Section 3.20. Insurance. The Company and each of its Subsidiaries and their respective Properties are insured with financially sound and reputable insurance companies, and which are not Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar Properties in localities where the Company or such Subsidiary operates. A true and complete listing of such insurance, including issuers, coverages and deductibles, has been provided to the Purchasers.

Section 3.21. Full Disclosure. None of the representations or warranties made by the Company or any of its Subsidiaries in the Senior Subordinated Debt Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of the Company or any of its Subsidiaries in connection with the Senior Subordinated Debt Documents (including, as of the respective dates thereof, the offering and disclosure materials, if any, delivered by or on behalf of the Company to the Lenders prior to the Closing Date), taken as a whole, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Section 3.22. Certain Other Representations and Warranties. As of the Closing Date, each of the representations and warranties contained in the Equity Co-Investment Documents made by Holdings is true and correct.

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Section 3.23. Foreign Assets Control Regulations and Anti-Money Laundering.

(a) OFAC. Neither the Company nor any Subsidiary of the Company (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed, Reg, 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(b) Patriot Act. The Company and each of its Subsidiaries are in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the issuance of the Notes will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 3.24. Representations of the Purchasers. You represent individually (and not jointly and severally) as follows:

(a) You are either (A) an institutional “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) promulgated by the SEC under the Securities Act or (B) a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act, in either case, with such knowledge and experience in financial and business matters as necessary in order to evaluate the merits and risks of an investment in the Notes.

(b) You represent that you are acquiring the Notes for the purpose of investment and not with a view to the distribution thereof, and that you have no present intention of selling, negotiating or otherwise disposing of the Notes in violation of the Securities Act; it being understood, however, that the disposition of your property shall at all times be and remain within your control.

(c) You represent that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the DOL’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not

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exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(ii) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or

(iii) the Source is either (A) an insurance company pooled separate account, within the meaning of Prohibited Transaction Exemption (“PTE”) 90-1 (issued January 29, 1990), or (B) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this clause (ii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “OPAM Exemption”) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(l) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

(v) the Source constitutes assets of a “plan(s)” (within the meaning of section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of part IV of the INHAM exemption), the conditions of part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

(vi) the Source is a governmental plan; or

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(vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

(viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 3.24, the terms “employee benefit plan”, “governmental plan”, “party in interest” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 4. AFFIRMATIVE COVENANTS.

From and after the Closing Date and continuing so long as any amount remains unpaid on any Note:

Section 4.1. Financial Statements. The Company shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments). The Company shall deliver to the Purchasers in electronic form and in detail reasonably satisfactory to the Majority Purchasers:

(a) as soon as available, but not later than one hundred twenty (120) days after the end of each fiscal year, a copy of the audited consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the unqualified opinion of any “Big Four” or other nationally-recognized independent public accounting firm reasonably acceptable to the Majority Purchasers (provided, that solely with respect to such opinion for the fiscal year ending December 31, 2005, in setting forth in comparative form the figures for the fiscal year ending December 31, 2004 in such opinion, such “Big Four” or other nationally-recognized independent public accounting firm shall be entitled to rely upon, and such opinion may be qualified by reference to, the audited consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of December 31, 2004 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year that have been prepared by Moore, Stephens Apple), which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years; and

(b) as soon as available, but not later than thirty (30) days after the end of each fiscal month, a copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such month and for the portion of the fiscal year then ended, all certified on behalf of

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Company by an appropriate Responsible Officer as being complete and correct and fairly presenting, in accordance with GAAP, the financial position and the results of operations of the Company and the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosure.

Section 4.2. Certificates; Other Information. The Company shall furnish, in electronic form, to the Purchasers:

(a) [Intentionally Omitted];

(b) concurrently with the delivery of the financial statements referred to in subsections 4.1(a) and (b) above, a fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of Company by a Responsible Officer;

(c) promptly after the same are sent, copies of all financial statements and reports which Holdings or the Company sends to its shareholders or other equity holders, as applicable, generally; and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which Holdings or the Company may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(d) [Intentionally Omitted];

(e) (i) as soon as available, but not later than forty-five (45) days after the end of each fiscal quarter, a management report, in reasonable detail, signed by the chief financial officer or controller of the Company, describing the operations and financial condition of the Company and its Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) together with each delivery of financial statements pursuant to subsection 4.1(a) and (b), a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 4.2(g) and discussing the reasons for any significant variations;

(f) [Intentionally Omitted];

(g) as soon as available and in any event no later than the earlier of (i) thirty (30) days following the first day of each fiscal year of the Company and (ii) ten (10) days after the same shall have been approved by the board of directors of the Company, projections of the Company’s (and its Subsidiaries’) consolidated and consolidating financial performance for the forthcoming fiscal year on a month by month basis;

(h) annually, concurrently with the Company’s delivery of the projections under subsection 4.2(g), the Company shall supplement in writing and deliver to the Purchasers revisions of and supplements to the Schedules hereto related to Article III hereof to the extent necessary to disclose new or changed facts or circumstances after the Closing Date; provided that delivery or receipt of such subsequent disclosure shall not constitute a waiver by the Purchasers or a cure of any Default or Event of Default resulting in connection with the matters disclosed;

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(i) promptly upon receipt thereof, copies of any reports submitted by the Company’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of the Company made by such accountants, including any comment letters submitted by such accountants to management of the Company in connection with their services;

(j) [Intentionally Omitted];

(k) promptly, such additional business, financial, corporate affairs and other information as the Majority Purchasers may from time to time reasonably request;

(1) if, at any time, Holdings, the Company or any Subsidiary is required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) to file annual and quarterly reports electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), or is voluntarily complying with such rules and regulations, then the obligations under clauses (a) and (b) set forth above shall be satisfied by the making of such required filings; and

(m) the Company shall provide to the holder of the Notes, copies of any other material report or other document, including the Compliance Certificate delivered under Section 4.2(b) of the Senior Credit Agreement (other than any report or document related to the collateral or other administrative type matters but including borrowing base certificates) that is provided to the Senior Lenders at the time such report or other document is provided to the Senior Lenders;

Section 4.3. Notices. The Company shall notify promptly the Purchasers of each of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):

(a) the occurrence or existence of any Default or Event of Default, or any event or circumstance that will become a Default or Event of Default;

(b) any breach or non-performance of, or any default under, any Contractual Obligation of the Company or any of its Subsidiaries, or any violation of, or non-compliance with, any Requirement of Law, which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, the Company or such Subsidiary has taken, is taking or proposes to take in respect thereof;

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority which could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

(d) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any of its Subsidiaries (i) in which the amount of damages claimed is $575,000 (or its equivalent in another currency or currencies) or more (other than with respect to claims relating to ordinary course traffic accidents, to the extent covered by

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independent third-party insurance; provided, that such third-party insurer has acknowledged coverage with respect thereto), (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any Senior Subordinated Debt Document;

(e) any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Company or any of its Subsidiaries or any of their respective Properties pursuant to any applicable Environmental Laws, (ii) any other Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining the Property of the Company or any Subsidiary of the Company that could reasonably be anticipated to cause Company’s or any of its Subsidiaries’ Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Laws;

(f) any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, together with a copy of any notice with respect to such event that was required, on or before the date of such notice, to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any member or its Controlled Group with respect to such event:

(i) an ERISA Event;

(ii) the adoption of any new Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group;

(iii) the adoption of any amendment to a Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities, except to the extent any such amendment is required by law; or

(iv) the commencement of contributions by any member of the Controlled Group to any Multiemployer Plan or any Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code;

(g) any Material Adverse Effect subsequent to the date of the most recent audited financial statements of the Company delivered to the Purchasers pursuant to this Agreement;

(h) any material change in accounting policies or financial reporting practices by the Company or any of its Subsidiaries;

(i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving the Company or any of its Subsidiaries if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

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(j) the creation, establishment or acquisition of any Subsidiary or the issuance by the Company of any capital stock or warrant, option or similar agreement in respect thereof; and

(k) as soon as possible, copies of any material notices delivered to the Company under and pursuant to the Senior Credit Agreements, including without limitation, any notices of default thereunder.

Each notice pursuant to this Section shall be in electronic form accompanied by a statement by a Responsible Officer on behalf of Company setting forth details of the occurrence referred to therein, and stating what action the Company proposes to take with respect thereto and at what time. Each notice under subsection 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Senior Subordinated Debt Document that have been breached or violated in reasonable detail the nature of the Default or Event of Default,

Section 4.4. Preservation of Corporate Existence, Etc. The Company shall, and shall cause each of its Subsidiaries to:

(a) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its state or jurisdiction of incorporation, organization or formation as applicable, except, with respect to the Company’s Subsidiaries, in connection with transactions permitted by Section 5.3;

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c) use its reasonable efforts, in the Ordinary Course of Business, to preserve its business organization (except as otherwise expressly permitted by this Agreement) and preserve the goodwill and business of the customers, suppliers and others having material business relations with it; and

(d) preserve or renew all of its registered trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 4.5. Maintenance of Property. The Company shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 4.6. Insurance. The Company shall maintain, and shall cause each of its Subsidiaries to maintain, with financially sound and reputable independent insurers, insurance with respect to its Properties and business against loss or damage of the kinds customarily

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insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including workers’ compensation insurance, public liability insurance, property and casualty insurance and business interruption insurance.

Section 4 .7. Payment of Obligations. The Company shall, and shall cause its Subsidiaries (and any Joint Venture which is less than fifty percent (50%) owned by the Company or any of its Subsidiaries, if the Company or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Company or such Subsidiary) to, pay, discharge and perform as the same shall become due and payable or required to be performed, all their respective obligations and liabilities, including:

(a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary;

_: (b) all lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of the Lien and for which adequate reserves in accordance with GAAP are being maintained by Company;

(c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained herein and/or in any instrument or agreement evidencing such Indebtedness, the non-payment of which would constitute an Event of Default under subsection 7.1(e);and

(d) the performance of all obligations under any Contractual Obligation to which Company or any of its Subsidiaries is bound, or to which it or any of its properties is subject, including the Related Agreements, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

The failure to comply with this Section 4.7 with respect to the Senior Debt and/or the Senior Loan Documents shall not constitute an Event of Default except to the extent of Section 7.1(e).

Section 4.8. Compliance with Laws. The Company shall comply, and shall cause each of its Subsidiaries to comply, in all material respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including, without limitation, all Environmental Laws), except (a)(i) such as may be contested in good faith by appropriate proceedings diligently prosecuted without risk of loss of any material portion of the Collateral, (ii) as to which a bona fide dispute exists, and (iii) for which appropriate reserves have been established on the Company’s financial statements, or (b) where the failure to comply could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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Section 4.9. Inspection of Property and Books and Records. The Company shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and such Subsidiaries. The Company shall permit, and shall cause each of its Subsidiaries to permit, representatives and independent contractors of the Purchasers (at the expense of the Company; provided that (a) if York Street is the holder a majority of the aggregate outstanding principal amount of the Notes, the Company shall be responsible for such expenses not more than one (1) time per year for each Purchaser and (b) if York Street is not the holder of a majority of the aggregate outstanding principal amount of the Notes, the Company shall be responsible for such expenses not more than one (1) time per year for all Purchasers as a single group, in each case, unless an Event of Default has occurred and is continuing), to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; and provided, further, however, when an Event of Default exists the Purchasers may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.

Section 4.10. Use of Proceeds. The Company shall use the proceeds of the issuance of the Notes solely as set forth in Section 2.5 hereof.

Section 4.11. Solvency. The Company, individually, and the Company and its Subsidiaries, on a consolidated basis, shall at all times be Solvent.

Section 4.12. Further Assurances.

(a) The Company shall ensure that all written information, exhibits and reports furnished to the Purchasers do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose to the Purchasers and correct any defect or error that may be discovered therein or in any Senior Subordinated Debt Document or in the execution, acknowledgement or recordation thereof.

(b) Promptly upon request by the Majority Purchasers, the Company shall (and shall cause each of its Subsidiaries to) take such additional actions as the Majority Purchasers may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Senior Subordinated Debt Document and (ii) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Purchasers the rights granted or now or hereafter intended to be granted to the Purchasers under any Senior Subordinated Debt Document or under any other document executed in connection therewith. Without limiting the generality of the foregoing and except as otherwise approved in writing by Majority Purchasers, Company shall cause each of its Subsidiaries (other than Foreign Subsidiaries if and to the extent

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a guaranty by such Subsidiary of the Obligations would result in adverse tax consequences to the Company under Section 956 of the Code) to guaranty the Obligations.

Section 4.13. [Intentionally Omitted].

Section 4.14. Stay, Extension and Usury Laws. Holdings, the Company and their Subsidiaries covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and each of Holdings, the Company and their Subsidiaries (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.15. Notes. The Company shall pay or cause to be paid the principal of and interest on the Notes, including any premium, on the dates and in the manner provided in the Notes and herein. The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) following any Event of Default including on any overdue principal thereon at the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 5. NEGATIVE COVENANTS

Until payment in full of the Notes, the Company covenants and agrees as follows:

Section 5.1. Limitation on Liens. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a) any Lien existing on the Property of the Company or its Subsidiaries on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by subsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 5.5(c);

(b) any Lien created under the Senior Loan Documents or otherwise securing the Senior Debt;

(c) Liens for taxes, fees, assessments or other governmental charges (i) which are not delinquent or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 4.7, provided that, in respect of this clause (ii), all such Liens secure claims in the aggregate at any time outstanding for Company and its Subsidiaries not exceeding $575,000;

(d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more

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than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(f) Liens consisting of judgment or judicial attachment liens, provided that the ; enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Company and its Subsidiaries not exceeding $575,000;

(g) easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of the Company and its Subsidiaries;

(h) Liens on any Property acquired or held by the Company or its Subsidiaries in the Ordinary Course of Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under subsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;

(i) Liens securing Capital Lease Obligations permitted under subsection 5.5(d);

(j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement;

(k) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement; and

(l) other Liens not described above that secure obligations other than Indebtedness, provided the aggregate outstanding amount of the obligations secured thereby does not exceed $575,000 in the aggregate at any one time.

Section 5.2. Disposition of Assets. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts

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and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

(a) dispositions of inventory, or used, worn-out or surplus equipment, all in the Ordinary Course of Business;

(b) upon not less than five (5) Business Days prior written notice to the Purchasers, transfers of assets by one Foreign Subsidiary to another Foreign Subsidiary;

(c) upon not less than five (5) Business Days prior written notice to Purchasers, transfers of assets by (i) any Subsidiary of the Company to (x) a Wholly-Owned Subsidiary of the Company that is a Domestic, or (y) the Company and (ii) the Company to a Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary;

(d) dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in Section 1.3; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) no less than seventy five percent (75%) of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by the Company and its Subsidiaries, together, shall not exceed in any fiscal year $575,000 and (iv) after giving effect to such disposition, Company is in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered; and

(e) so long as no Event of Default has occurred and is continuing, the sale without recourse and consistent with the industry practice of accounts receivable, not in excess of $575,000 in aggregate stated amount during any fiscal year, arising in the Ordinary Course of Business which are at least ninety (90) days’ past due.

Section 5.3. Consolidations and Mergers. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that upon not less than five (5) Business Days prior written notice to Purchasers:

(a) any Subsidiary of the Company may merge with, or dissolve or liquidate into, the Company or a Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary; provided that the Company or such Wholly-Owned Subsidiary that is a Domestic Subsidiary shall be the continuing or surviving entity; and

(b) any Foreign Subsidiary of the Company may merge with, or dissolve or liquidate into, any Wholly-Owned Subsidiary of the Company that is also a Foreign Subsidiary; provided that such Wholly-Owned Subsidiary that is a Foreign Subsidiary shall be the continuing or surviving entity.

Section 5.4. Loans and Investments. The Company shall not and shall not suffer or permit any of its Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or

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acquire, any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Company or any Subsidiary of the Company (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:

(a) Investments in cash and Cash Equivalents;

(b) extensions of credit by the Company or any Wholly-Owned Subsidiaries that are Domestic Subsidiaries to any other Wholly-Owned Subsidiaries that are Domestic Subsidiaries;

(c) loans and advances to employees and independent contractors in the Ordinary Course of Business not to exceed $575,000 in the aggregate at any time outstanding;

(d) Investments constituting Permitted Acquisitions;

(e) Investments in Joint Ventures in an aggregate amount not to exceed $575,000, which amount shall be reduced, on a dollar-for-dollar basis, by the amount by which the total consideration paid or payable (including, without limitation, any Seller Paper) in connection with Permitted Acquisitions consummated by the Company during the term of this Agreement exceeds $2,875,000;

(f) to the extent constituting Investments, Rate Contracts entered into in the Ordinary Course of Business (i) for bona fide hedging purposes and not for speculation upon prior written notice to the Purchasers or (ii) pursuant to Section 4.13 of the Senior Credit Agreement; and

(g) Investments in the form of promissory notes received in connection with dispositions of assets permitted under subsection 5.2(d).

Section 5.5. Limitation on Indebtedness. The Company shall not, and shall not suffer or permit any of its Subsidiaries to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Company or any of its Subsidiaries, if the Company or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Company or such Subsidiary, to) create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(a) Indebtedness incurred pursuant to this Agreement and the other Senior Subordinated Debt Documents;

(b) Indebtedness consisting of Contingent Obligations described in clause (i) of the definition thereof and permitted pursuant to Section 5.9;

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(c) Indebtedness existing on the Closing Date and set forth in Schedule 5.5 including extensions and refinancings thereof which do not increase the principal amount of such Indebtedness as of the date of such extension or refinancing;

(d) Indebtedness not to exceed $862,500 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsection 5.1(h);

(e) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b);

(f) unsecured Indebtedness (including earnouts) owing to sellers incurred in connection with Permitted Acquisitions, which Indebtedness (i) is subordinated to the Obligations on terms and conditions reasonably acceptable to the Majority Purchasers, (ii) does not require payment of principal (other than any earn out obligation) prior to payment in full of the Notes hereunder, (iii) pays cash interest no more frequently than quarterly at a rate no greater than ten percent (10%) per annum, and (iv) does not exceed $575,000 in the aggregate at any time outstanding for all such Indebtedness (assuming for such purpose that earnouts shall be deemed to equal the maximum amount thereof) (the foregoing Indebtedness being referred to as “Seller Paper”);

(g) other unsecured Indebtedness not exceeding in the aggregate at any time outstanding $575,000; and

(h) Indebtedness and all other obligations arising under the Senior Credit Agreement, and all guarantees thereof, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and from time to time hereafter owing, due or payable, whether before or after the filing of a Proceeding, and whether or not allowed as a claim thereunder, and all obligations and liabilities incurred with respect to Permitted Refinancings, together with (i) any amendments, modifications, renewals, restatements, substitutions or extensions thereof to the extent permitted under this Agreement, and (ii) any interest accruing thereon after the commencement of a Proceeding, without regard to whether or not such interest is an allowed claim; provided, however, the principal amount of Indebtedness under the Senior Credit Agreements shall not exceed the Senior Debt Principal Cap Amount.

Section 5.6. Transactions with Affiliates. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Company or of any such Subsidiary, except:

(a) as expressly permitted by this Agreement; or

(b) in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of the Company or such Subsidiary provided that in the case of this clause (b), upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of the Company or such Subsidiary and which are disclosed in writing to the Purchasers or as set forth in Schedule 5.6.

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Section 5.7. Management Fees and Compensation. The Company shall not, and shall not permit any of its Subsidiaries to pay any management, consulting or similar fees to any Affiliate of the Company or to any officer, director or employee of the Company or any of its Subsidiaries or any Affiliate of the Company except:

(a) payment of reasonable compensation to officers and employees for actual services rendered to the Company and its Subsidiaries and reimbursement for actual, reasonable, out-of-pocket expenses of employees of the Company and its Subsidiaries, in each case in the Ordinary Course of Business;

(b) payment of performance bonuses to officers and employees not to exceed $2,875,000 in the aggregate pursuant to one or more agreements or plans, each in form and substance acceptable to the Purchasers (it being acknowledged and agreed that the terms and conditions specified on Exhibit 5.7 are acceptable to the Purchasers), and which agreements or plans will in any event contain the EBITDA targets set forth on Schedule 5.7; provided, that

(i) prior to the making of any such payment, the Company shall have delivered to the Purchasers the audited financial statements and the Compliance Certificate required to be delivered pursuant to subsections 4.1(b) and 4.2(b) hereof, respectively; and

(ii) at the time of, and after giving effect to, the making of any such payment (A) no Default or Event of Default exists and (B) the Company is in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered; provided, that for purposes of calculating the Fixed Charge Coverage Ratio as required by this subsection 5.7(b)(ii)(B), the amount of such payments shall constitute Fixed Charges;

(c) payment of directors’ fees at prevailing market rates in the Company’s industry and reimbursement of actual, reasonable, out-of-pocket expenses incurred in connection with attending board of director meetings, in each case to individuals who are not employees, consultants or independent contractors of the Company, any of its Subsidiaries, the Sponsor, or any of their respective Affiliates (including, with respect to the Sponsor, any Controlled Investment Affiliates); provided, that notwithstanding the foregoing, the Company may continue to pay directors’ fees to John Anderson in an amount not to exceed $287,500 in any fiscal year of the Company;

(d) payment of management fees to Sponsor and its Controlled Investment Affiliates pursuant to the Management Agreement, as in effect on the date hereof, not to exceed, in the aggregate, per annum, the greater of (i) $1,500,000 and (ii) five percent (5%) of EBITDA, payable in equal quarterly installments as provided in the Management Agreement, as in effect on the date hereof, together with reimbursement of actual, reasonable, out-of-pocket expenses and payment of customary investment banking fees in connection with Permitted Acquisitions and financings pursuant to the Management Agreement, as in effect on the date hereof; provided,that no other investment banking fees (other than customary brokers’ fees) have been or will be paid by the Company or its Subsidiaries in connection with any such Permitted Acquisition or

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financing; and provided, further, however, that (A) if payments of principal, interest or other amounts due and owing to the Purchasers hereunder are not being paid when due, (B) upon notice from the Purchasers that any Event of Default under Section 7.1(c) has occurred and is continuing or would arise as a result of such payment (or automatically while any Event of Default under subsections 7.1 (a), 7.1(f), 7.1(g) or 7.1(m)(iv) has occurred and is continuing or would arise as a result of such payment) or (C) the Company has elected to pay the entire amount of interest payable in kind at the 16% interest rate in accordance with Section 1,1 hereof, the fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall not be paid; and

(e) transactions permitted by subsection 5.6(b).

Section 5.8. Use of Proceeds. The Company shall not and shall not suffer or permit any of its Subsidiaries to use any portion of the proceeds of the issuance of the Notes, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of the Company or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

Section 5.9. Contingent Obligations. The Company shall not, and shall not suffer or permit any of its Subsidiaries to (and shall not suffer or permit any Joint Venture which is less than fifty percent (50%) owned by the Company or any of its Subsidiaries, if the Company or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Company or such Subsidiary, to), create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except:

(a) endorsements for collection or deposit in the Ordinary Course of Business;

(b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation upon prior written notice to the Purchasers;

(c) Contingent Obligations of the Company and its Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal;

(d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations;

(e) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Purchasers title insurance policies;

(f) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Permitted Acquisitions and (ii) purchasers in connection with dispositions permitted under subsection 5.2(d);

(g) Contingent Obligations arising under Lender Letters of Credit (as defined in the Senior Credit Agreement) and other letters of credit which are the subject of a Letter of Credit Participation Agreement (as defined in the Senior Credit Agreement); and

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(h) Contingent Obligations of Company with respect to any obligations of any of its Wholly-Owned Subsidiaries that are Domestic Subsidiaries permitted by this Agreement; provided, if such obligation is subordinated to the Obligations, such Contingent Obligation shall be subordinated to the same extent.

Section 5.10. Compliance with ERISA. The Company shall not, and shall not suffer or permit any of its Subsidiaries to:

(a) terminate any Plan subject to Title IV of ERISA so as to result in any material liability to the Company;

(b) permit to exist any ERISA Event or any other event or condition, which would reasonably be expected to have a Material Adverse Effect;

(c) make a complete or partial withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in any material liability to the Company;

(d) enter into any new Plan or modify any existing Plan so as to increase its obligations thereunder which would reasonably be expected to have a Material Adverse Effect; or

(e) permit the present value of all nonforfeitable accrued benefits under any Plan subject to Title IV of ERISA (using the actuarial assumptions utilized by the PBGC upon termination of a Title IV Plan) materially to exceed the fair market value of Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Plan that is subject to Title IV of ERISA.

Section 5.11. Restricted Payments. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities or (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding, (the items described in clauses (i) and (ii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Company may declare and pay dividends to the Company or any Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary, and except that the Company may:

(a) declare and make dividend payments or other distributions payable solely in its common stock or other equity securities;

(b) make distributions to Holdings which are immediately used by Holdings to redeem from employee (or former employee) stockholders shares of Holdings common stock or warrants or options to acquire any such shares provided all of the following conditions are satisfied:

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(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Company is in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent quarter for which financial statements have been delivered; provided, that for purposes of calculating the Fixed Charge Coverage Ratio as required by this subsection 5.1l(b)(ii), the amount of such payments shall constitute Fixed Charges;

(iii) the aggregate Restricted Payments permitted (x) in any fiscal year of Company shall not exceed $287,500 and (y) during the term of this Agreement shall not exceed $862,500; and

(iv) after giving effect to such Restricted Payment, Availability is not less than $2,550,000;

(c) in the event Company files a consolidated income tax return with Holdings, make distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the Ordinary Course of Business provided, that the amount of such distribution shall not be greater, nor the receipt by Company of tax benefits less, than they would have been had Company not filed a consolidated return with Holdings;

(d) pay as and when due and payable, regularly scheduled payments of interest at the non-default rate of interest and payments of earnouts in respect of Seller Paper, to the extent permitted under the subordination terms with respect thereto;

(e) make distributions to Holdings at such times and in such amounts as are necessary to permit payment of actual, reasonable, out-of-pocket overhead and administrative expenses payable by Holdings in the Ordinary Course of Business, not to exceed $575,000 in the aggregate in any fiscal year; and

(f) make, on the Closing Date, the Closing Date Distributions.

Section 5.12. Change in Business. The Company shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business substantially different from and unrelated to those lines of business carried on by it on the date hereof.

Section 5.13. Change in Structure. Except as expressly permitted under Section 5.3, the Company shall not and shall not permit any of its Subsidiaries to, make any material changes in its equity capital structure (including in the terms of its outstanding stock), or amend any of its Organization Documents in any material respect or in any respect adverse to the Purchasers.

Section 5.14. Accounting Changes. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Company or of

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any of its consolidated Subsidiaries, except with the prior written consent of the Majority Purchasers.

Section 5.15. Amendments to Related Agreements and Senior Loan Documents.

(a) The Company shall not and shall not permit any of its Subsidiaries, to (i) amend, supplement, waive or otherwise modify any provision of, any Related Agreements in a manner adverse to the Purchasers which could reasonably be expected to have a Material Adverse Effect, or (ii) take or fail to take any action under any Related Agreements that could reasonably be expected to have a Material Adverse Effect.

(b) Company shall not and shall not permit any of its Subsidiaries directly or indirectly to change or amend the terms of any Senior Debt to the extent prohibited by the lntercreditor Agreement.

Section 5.16. No Negative Pledges. Company will not, and will not permit any of its Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s equity securities or to pay fees, including management fees, or make other payments and distributions to Company or any of its Subsidiaries.

Section 5.17. OFAC. Neither the Company nor any Subsidiary of the Company (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order.

Section 5.18. Board Observation Rights. For so long as any of the Notes are outstanding, (a) York Street Mezzanine Partners, L.P., as a Purchaser (or any Affiliate that is a holder of Notes designated in writing by York Street Mezzanine Partners, L.P.) shall have the right to designate one observer to the Board of Directors of the Company. Such observer shall be entitled (i) to receive contemporaneously the same notice and other materials in respect of all meetings (both regular and special) (or written consents) of the Board of Directors of the Company and each committee thereof as are furnished to members of said Board of Directors or such committees, (ii) to attend all meetings of the Board of Directors of the Company and each committee thereof and (iii) to participate in all discussions conducted at meetings (or with respect to actions to be taken by written consent) of the Board of Directors of the Company and each committee thereof; provided, however, such observer shall not constitute a member of such Board of Directors or any committee thereof and shall not be entitled to vote on any matters presented to said Board of Directors or any committee thereof. Notwithstanding anything to the contrary, the rights granted to the observer (including the right to receive all materials, notices,

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minutes, consents and forms of consents in lieu of meetings) shall be temporarily suspended if and to the extent, in the reasonable opinion of the Board of Directors of the Company, the observer’s attendance at any such meeting or portion thereof (i) violates any law or company policy regarding conflicts of interest with interested members of such Board of Directors as applied generally to meetings of the Board of Directors of the Company, or (ii) otherwise could violate the fiduciary duties of the Board of Directors of the Company, or constitute a waiver of any attorney-client privilege that may exist in connection with such meeting or any portion thereof, as advised by outside counsel to the Company. The reasonable travel and out-of-pocket expenses incurred by any such observer in attending any such meetings shall be reimbursed by the Company. Following an underwritten public offering of the common stock of the Company, York Street Mezzanine Partners, L.P., as Purchaser shall no longer have the right to appoint an observer to the Board of Directors of the Company. In the event that York Street Mezzanine Partners, L.P. or an Affiliate thereof shall no longer be a Purchaser hereunder, the rights of York Street Mezzanine Partners, L.P. to appoint an observer pursuant to this Section 5.18 shall continue to be vested in any successor holder of the Notes, subject to the approval of the Company, any such approvals not to be unreasonably withheld or delayed.

Section 5.19. Limitation on Layering Indebtedness. Notwithstanding the provisions of Section 5.5, the Company will not, and will not permit any Subsidiary to, directly or indirectly, incur or suffer to exist any Indebtedness that is both subordinate or junior in right of payment to any Indebtedness arising under the Senior Credit Agreement and senior in any respect in right of payment to any Indebtedness arising under this Agreement and the Notes.

Section 5.20. New Subsidiaries. If any of the Company, Holdings or their Subsidiaries shall form or acquire any domestic Subsidiary on or after the date hereof, such Person shall promptly cause any such Subsidiary to execute and deliver to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, (i) an absolute and unconditional guarantee of payment of any and all present and future Obligations and (ii) such other agreements, documents and instruments as the Purchaser may reasonably require, including, but not limited to, supplements and amendments hereto.

Section 5.21. Change of Fiscal Periods. The Company shall, for financial reporting purposes, cause its, and each of its Subsidiaries’ (a) fiscal years to end on December 31 of each year and (b) fiscal quarters to end on March 31, June 30, September 30 and December 31 of each year.

Section 5.22. Repurchase of Notes. Except as provided by this Agreement on the date hereof, the Company, directly or indirectly, may not repurchase or make any offer to repurchase any Notes from any holder of Notes or its direct transferees unless an offer has been made to repurchase such Notes pro rata (based on the unpaid principal amounts thereof), from the holders of all of the Notes at the same time and upon the same terms. In case the Company repurchases or otherwise acquires any Notes, such Notes shall immediately thereafter be cancelled and no Notes shall be issued in substitution therefor.

Section 5.23. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such

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covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

SECTION 6. FINANCIAL COVENANTS.

The Company covenants and agrees that:

Section 6.1. Capital Expenditures. The Company and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter period) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period):

Fiscal Period	Capital Expenditure Limitation
For the fiscal year ending December 31, 2006	$	3,450,000
For the fiscal year ending December 31, 2007	$	2,300,000
For the fiscal year ending December 31,2008	$	2,300,000
For the fiscal year ending December 31, 2009	$	2,300,000
For the fiscal year ending December 31, 2010 and for each fiscal year ending thereafter	$	2,875,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b).

Section 6.2. Senior Leverage Ratio. The Company shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage  Ratio
March 31, 2006	4.03 to 1.00
June 30, 2006	4.03 to 1.00
September 30, 2006	4.03 to 1.00
December 31, 2006	4.03 to 1.00
March 31, 2007	3.85 to 1.00
June 30, 2007	3.68 to 1.00

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September 30, 2007	3.57 to 1.00
December 31, 2007	3.45 to 1.00
March 31, 2008	3.16 to 1.00
June 30, 2008	2.88 to 1.00
September 30, 2008	2.88 to 1.00
December 31, 2008	2.59 to 1.00
March 31, 2009	2.59 to 1.00
June 30, 2009	2.30 to 1.00
September 30, 2009	2.30 to 1.00
December 31, 2009 and the last day of each fiscal quarter thereafter	2.30 to 1.00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

Section 6.3. Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio for the twelve month period (or such shorter period commencing on the Closing Date) ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge Ratio
March 31, 2006	.95 to 1.00
June 30, 2006	.95 to 1.00
September 30, 2006	.95 to 1.00
December 31, 2006	.95 to 1.00
March 31, 2007	1.00 to 1.00
June 30, 2007	1.00 to 1.00
September 30, 2007	1.00 to 1.00
December 31, 2007	1.00 to 1.00
March 31, 2008	1.00 to 1.00
June 30, 2008	1.00 to 1.00
September 30, 2008	1.00 to 1.00
December 31, 2008	1.00 to 1.00
March 31, 2009	1.00 to 1.00
June 30, 2009	1.00 to 1.00
September 30, 2009	1.00 to 1.00
December 31, 2009 and the last day of each fiscal quarter thereafter through December 31, 2010	1.04 to 1.00

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“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

Section 6.4. Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio for the twelve month period (or such shorter period commencing on the Closing Date) ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	1.96 to 1.00
June 30, 2006	1.96 to 1.00
September 30, 2006	2.04 to 1.00
December 31, 2006	2.09 to 1.00
March 31, 2007	2.13 to 1.00
June 30, 2007	2.17 to 1.00
September 30, 2007	2.17 to 1.00
December 31, 2007	2.26 to 1.00
March 31, 2008	2.30 to 1.00
June 30, 2008	2.30 to 1.00
September 30, 2008	2.35 to 1.00
December 31, 2008	2.39 to 1.00
March 31, 2009	2.39 to 1.00
June 30, 2009	2.61 to 1.00
September 30, 2009	2.61 to 1.00
December 31, 2009 and the last day of each fiscal quarter thereafter	2.83 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

SECTION 7. EVENTS OF DEFAULT AND REMEDIES THEREFOR.

Section 7.1. Events of Default. Any of the following shall constitute an “Event of Default”:

(a) Non-Payment. The Company fails to pay, (i) when and as required to be paid herein, any amount of principal of on any Note, including after maturity of the Notes, whether by

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acceleration or otherwise, or (ii) within five (5) days after the same shall become due, any interest on any Note or any fee or any other amount payable hereunder or pursuant to any other Senior Subordinated Debt Document; or

(b) Representation or Warranty. Any representation, warranty or certification by or on behalf of Holdings, the Company or any of its Subsidiaries made or deemed made herein, in any Senior Subordinated Debt Document, or which is contained in any certificate, document or financial or other statement by Holdings, the Company, any of its Subsidiaries, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any Senior Subordinated Debt Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or

(c) Specific Defaults. Holdings or the Company fails to perform or observe any term, covenant or agreement contained in Sections 4.1, 4.2(b), 4.3(a), 4.6 or 4.10 or Article V or Article VI hereof; or

(d) Other Defaults. Holdings, the Company or any of its Subsidiaries fails to perform or observe any other term, covenant or agreement contained in this Agreement or any Senior Subordinated Debt Document, and such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which a Responsible Officer becomes aware of such default and (ii) the date upon which written notice thereof is given to the Company by the Purchasers; or

(e) Cross-Acceleration. (i) Holdings, the Company or any of its Subsidiaries (A) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than the Obligations or Contingent Obligations hereunder or the obligations or contingent obligations under the Senior Loan Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $575,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (B) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded, or (ii) any default in respect of any Indebtedness of Holdings, the Company or its Subsidiaries under the Senior Loan Documents, (a) resulting from the failure to pay at stated maturity or (b) as a result of which the maturity of such Indebtedness has been accelerated prior to its stated maturity; or

(f) Insolvency; Voluntary Proceedings. (i) The Company or, except solely as a result of the consummation of any transactions expressly permitted by subsections 5.3(a) or 5.3(b), any

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of its Subsidiaries, ceases or fails to be Solvent; (ii) the Company or any of its Subsidiaries generally fails to pay, or admits in writing its inability to pay, its debts as they become due, Subject to applicable grace periods, if any, whether at stated maturity or otherwise; (iii) the Company or, except solely as a result of the consummation of any transactions expressly permitted by subsections 5.3(a) or 5.3(b), any of its Subsidiaries, voluntarily ceases to conduct its business in the ordinary course; (iv) the Company or any of its Subsidiaries commences any Insolvency Proceeding with respect to itself; or (v) the Company or any of its Subsidiaries takes any action to effectuate or authorize any of the foregoing; or

(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against the Company or any Subsidiary of the Company, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of the Company’s or any of its Subsidiaries’ Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) the Company or any of its Subsidiaries admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Company or any of its Subsidiaries acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or

(h) ERISA. (i) A member of the Controlled Group shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under a Multiemployer Plan; (ii) a member of the Controlled Group shall fail to satisfy its contribution requirements under Section 412(c)(ll) of the Code, whether or not it has sought a waiver under Section 412(d) of the Code; (iii) the occurrence of an ERISA Event; (iv) a Plan that is intended to be qualified under Section 401 (a) of the Code shall lose its qualification; (v) any member of the Controlled Group engages in or otherwise becomes liable for a non-exempt prohibited transaction; (vi) a violation of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401 (a) of the Code; (vii) any member of the Controlled Group is assessed a tax under Section 4980B of the Code or incurs a liability under Section 601 et seq. of ERISA; and, the occurrence of any such event listed in clauses (i) through (vii), or the occurrence of any combination of events listed in clauses (i) through (vii) results in, or could reasonably be expected to result in, a Material Adverse Effect or result in exposure to Company in an amount in excess of $575,000; or

(i) Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against Holdings, the Company or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by independent third-party insurance) as to any single or related series of transactions, incidents or conditions, of $575,000 or more, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of forty-five (45) days after the entry thereof; or

(j) Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against Holdings, the Company or any of its Subsidiaries which does or

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would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect (determined after giving effect to the proceeds of any business interruption insurance), and there shall be any period of twenty (20) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(k) Subsidiary Guaranty. The Guaranty of any Subsidiary of the Company or any material provision of any Guaranty made by any Subsidiary of the Company shall for any reason cease to be valid and binding on or enforceable against such Subsidiary of the Company; or such Subsidiary of the Company shall so state in writing or bring an action to limit or deny its obligations or liabilities thereunder; or any Subsidiary of the Company shall fail in any material respect to perform or observe any term, covenant or agreement in such Guaranty; or

(1) Ownership. (i) Sponsor at any time fails to own beneficially, directly or indirectly, at least fifty-one percent (51%) of the issued and outstanding voting capital stock of Holdings or, in any event, capital stock representing voting control of the Company, or (ii) Holdings ceases to own one hundred percent (100%) of the issued and outstanding equity securities of the Company occurs in each instance in clauses (i) and (ii), free and clear of all Liens, rights, options, warrants or other similar agreements or understandings, other than Liens in favor of the Senior Lenders under the Senior Loan Documents; or

(m) Holdings Defaults. (i) Holdings shall fail in any material respect to perform or observe any term, covenant or agreement in the Guaranty; or (ii) the Guaranty shall for any reason be partially (including with respect to future advances) or wholly revoked or invalidated, or,otherwise ceases to be in full force and effect; or (iii) Holdings or any other Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder; or (iv) any event described in subsections 7.1(f) or 7.1(g) shall occur with respect to Holdings; or (v) Holdings shall engage in any business activities other than (A) its ownership of the equity securities of Company, (B) activities incidental to maintenance of its corporate existence, and (C) performance of its obligations under the Related Agreements to which it is a party; or

(n) Joint Venture Defaults. Any event described in subsections 7.1 (f) or 7.1 (g) shall occur with respect to any Joint Venture which is less than fifty percent (50%) owned by the Company or any of its Subsidiaries if the Company or such Subsidiary is a general partner, or treated as a general partner, of such Joint Venture resulting in general liability to the Company or such Subsidiary.

Section 7.2. Acceleration. (i) If an Event of Default described in Sections 7.1 (f), 7.1 (g) or 7.l(m)(iv) has occurred (in the case of clause (i) of subsection 7.l(g) upon the expiration of the sixty (60) day period mentioned therein), then the aggregate principal amount of the Notes then outstanding, together with all interest accrued pursuant to the terms of the Notes and unpaid as of the date of such Event of Default, shall automatically become immediately due and payable.

(ii) If an Event of Default (other than an Event of Default described in Sections 7. l(f), 7.1(g) or 7.1(m)(iv)) has occurred and is continuing, the Majority Purchasers may at any time at

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their option, by notice or notices to the Company, declare that the aggregate principal amount of the Notes then outstanding, together with all interest accrued (including any Default Rate interest) pursuant to the terms of the Notes and unpaid as of the date of such Event of Default, shall automatically become immediately due and payable.

(iii) Upon any Notes becoming due and payable under this Section 7.2, whether automatically or by declaration, such Notes will forthwith mature and the entire aggregate principal amount of such Notes then outstanding, together with all interest accrued pursuant to the terms of the Notes and unpaid as of the date of such Event of Default (such interest to accrue at the Default Rate with respect to any overdue payment), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

Section 7,3. Remedies. If any Event of Default specified in Sections 7.1(f), 7.1(g) or 7.1(m)(iv) shall occur and be continuing (in the case of clause (i) of subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned therein) or the Notes become immediately due and payable in accordance with Section 7.2, any holder of Notes may proceed to protect and enforce its rights under this Agreement by exercising such remedies as are available under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement, subject to the terms of the Intercreditor Agreement. No remedy conferred in this Agreement upon any holder is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

SECTION 8. AMENDMENTS, WAIVERS AND CONSENTS.

Sections 8.1. Consent Required. Any term, covenant, agreement or condition of this Agreement may, with the consent of the Company, be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), if the Company shall have obtained the consent in writing of the Majority Purchasers; provided that without the written consent of the holders of all the Notes then outstanding, no such amendment or waiver shall be effective which will extend the time for payment (including any prepayment required by Section 1.2) of the principal of or the interest on any Note or change the principal amount thereof or reduce the rate of interest thereon or modify this Section 8.1.

Section 8.2. Solicitation of Holders. So long as there are any Notes outstanding, the Company and its Affiliates will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each holder of Notes, as the case may be (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto. The Company and its Affiliates will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of Notes as consideration for or as an

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inducement to entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions of this Agreement or the Notes unless such remuneration is concurrently offered, on the same terms, pro rata based on the principal amount outstanding to the holders of outstanding Notes.

Section 8.3. Effect of Amendment or Waiver. Any such amendment or waiver shall apply equally to all of the holders of the Notes and shall be binding upon them, upon each future holder of any Note and upon the Company, whether or not such Note shall have been marked to Indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

SECTION 9. INTERPRETATION OF AGREEMENT.

Section 9.1. Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable.

Section 9.2. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

Section 9.3. Fiscal Quarters. Where any provision in this Agreement refers to a fiscal quarter ending on a specific date, such provision shall be construed to refer to the fiscal quarter of the relevant entity ending nearest such specific date.

Section 9.4. Document References. Except as otherwise provided herein, where any provision in this Agreement refers to a specific document, such provision shall be construed to refer to such document as it may be amended from time to time in accordance with the provisions of this Agreement.

SECTION 10. INDEMNIFICATION

Section 10.1. General. In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless the holders of the Notes and_: their respective Affiliates and each of their respective officers, directors, agents, employees, Subsidiaries, partners, members, attorneys, accountants and controlling persons (each, an (“Indemnified Party”) to the fullest extent permitted by law from and against any and all losses claims, damages, reasonable expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any action or proceeding between the Company and such Indemnified Party (or Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) or other liabilities, losses, or diminution in value (collectively, “Liabilities”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement of the Company in this Agreement, the Notes, the other Senior Subordinated Debt Documents, or the Equity Co-Investment Documents, including, without limitation, the failure to make payment when due of amounts owing pursuant to this Agreement, the Notes or the other

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Senior Subordinated Debt Documents, on the due date thereof (whether at the scheduled maturity, by acceleration or otherwise) or any legal, administrative or other actions (including, without limitation, actions brought by any holders of equity or indebtedness of the Company or derivative actions brought by any Person claiming through or in the Company’s name), proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of the Senior Subordinated Debt Documents, or any Indemnified Party’s role in the transactions contemplated thereby; provided, however, that the Company shall not be liable under this Section 10.1 to an Indemnified Party to the extent that it is finally judicially determined that such Liabilities resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Party; provided, further, that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such Liabilities that shall be permissible under applicable Requirements of Law. In connection with the obligation of the Company to indemnify for expenses as set forth above, the Company further agrees, upon presentation of appropriate invoices containing reasonable detail, promptly to reimburse, without duplication, each Indemnified Party for all such expenses (including, without limitation, fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any action or proceeding between the Company and such Indemnified Party (or Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) as they are incurred by such Indemnified Party; provided, however, that if an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted solely from the willful misconduct or gross negligence of such Indemnified Party.

Section 10.2. Procedure; Notification. Each Indemnified Party under this Section 10 will, promptly after the receipt of written notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Company under this Section, notify the Company in writing of the commencement thereof. The omission of any Indemnified Party to so notify the Company of any such action shall not relieve the Company from any liability that it may have to such Indemnified Party unless, and only to the extent that, such omission results in the Company being materially prejudiced thereby. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Company of the commencement thereof, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, however, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Indemnified Party shall have the right to employ separate counsel at the Company’s expense and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the holders of the Notes, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent (a) does not require the Indemnified Party to pay any amount or take, or refrain from

44

taking, any action and (b) includes an unconditional release of such Indemnified party from all liability arising or that may arise out of such claim, action or proceeding. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

SECTION 11. MISCELLANEOUS.

Section 11.1. Registered Notes. The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes (hereinafter called the “Note Register”) and the Company shall register or transfer or cause to be registered or transferred as hereinafter provided any Note issued pursuant to this Agreement.

Subject to Section 11.15 hereof, at any time and from time to time the registered holder of any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing.

The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered holder. All payments on the Notes hereunder shall be made on a pro rata basis based on the outstanding principal amount of the Notes held by each Purchaser.

Section 11.2. Exchange of Notes. At any time and from time to time, upon not less than ten (10) days’ notice to that effect given by the holder of any Note initially delivered or of any Note substituted therefor pursuant to Section 11.1, this Section 11.2 or Section 11.3, and, upon surrender of such Note at its office, the Company will deliver in exchange therefor, without expense to such holder, a Note for the same aggregate principal amount as the then unpaid principal amount of the Note so surrendered, or Notes in such other smaller denominations as such holder shall specify, dated as of the date to which interest has been paid on the Note so surrendered or, if such surrender is prior to the payment of any interest thereon, then dated as of the date of issue, registered in the name of such Person or Persons as may be designated by such holder, and otherwise of the same form and tenor as the Notes so surrendered for exchange. The Company will pay all charges including, without limitation, any stamp tax or governmental charge or expense imposed upon such exchange or transfer.

Section 11.3. Loss, Theft, Etc. of Notes. Upon receipt of reasonable evidence satisfactory to the Company of the loss, theft, mutilation or destruction of any Note, and in the case of any such loss, theft or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company, or in the event of such mutilation upon surrender and cancellation of the Note, the Company will make and deliver without expense to the holder thereof, a new Note (as applicable), of like tenor, in lieu of such lost, stolen, destroyed or mutilated Note. If any Purchaser is the owner of any such lost, stolen or destroyed Note, then the affidavit of an authorized officer of such owner, setting forth the fact of

45

loss, theft or destruction and of its ownership of such Note at the time of such loss, theft or destruction shall be accepted as satisfactory evidence thereof and no further indemnity shall be required as a condition to the execution and delivery of a new Note other than the written agreement of such owner to indemnify the Company.

Section 11.4. Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the other Senior Subordinated Debt Documents, the Equity Co-Investment Documents and the transactions contemplated hereby and thereby, including but not limited to the reasonable charges and disbursements of your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to you at your home office or at such other place as you may designate, and such expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement, the other Senior Subordinated Debt Documents or the Equity Co-Investment Documents. The Company also agrees that it will pay and save you harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, whether or not any Notes are then outstanding. The Company agrees to protect and indemnify you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement.

Section 11.5. Powers and Rights Not Waived; Remedies Cumulative. No delay or failure on the part of the holder of any Note in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the exercise of any other power or right, and the rights and remedies of the holder of any Note are cumulative to, and are not exclusive of, any rights or remedies any such holder would otherwise have.

Section 11.6. Notices. All communications provided for hereunder shall be in writing and, if to you, delivered or mailed prepaid by registered or certified mail or overnight air courier, or by facsimile communication, in each case addressed to you at your address appearing on Schedule I to this Agreement or such other address as you or the subsequent holder of any Note initially issued to you may designate to the Company in writing, and if to the Company, delivered or mailed by registered or certified mail or overnight air courier, or by facsimile communication, to the Company, c/o Fenway Partners, Inc., 152 West 57th Street, New York, New York 10029, fax no. (212) 581-1205, or to such other address as the Company may in writing designate to you or to a subsequent holder of the Notes initially issued to you; provided, however, that a notice to you by overnight air courier shall only be effective if delivered to you at a street address designated for such purpose in Schedule I, and a notice to you by facsimile communication shall only be effective if made by confirmed transmission to you at a telephone number designated for such purpose in Schedule I, or, in either case, as you or a subsequent holder of any Note initially issued to you may designate to the Company in writing.

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Section 11.7. Non-Business Days. Whenever any payment to be made under this Agreement or the Notes shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next Business Day. Such extension of time in each such case shall be included in computing interest in connection with such payment.

Section 11.8. Waiver of Trial by Jury. Each of the parties hereto hereby, to the fullest extent permitted by law, waives trial by jury in any action brought under or in connection with any of the Senior Subordinated Debt Documents.

Section 11.9. Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to your benefit and to the benefit of your successors and assigns, including each successive holder or holders of any Notes.

Section 11.10. Entire Agreement. This Agreement, the Notes, and the other Senior Subordinated Debt Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof and any prior or contemporaneous agreements, whether written or oral, with respect thereto are superseded hereby.

Section 11.11. Survival of Covenants and Representations. All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the other Senior Subordinated Debt Documents.

Section 11.12. Severability. Should any part of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid or unenforceable.

Section 11.13. Governing Law. This Agreement and the Notes issued and sold hereunder shall be governed by and construed in accordance with the internal laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law.

Section 11.14. Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 11.15. Assignment. Each holder of the Notes may assign its rights under this Agreement and the Senior Subordinated Debt Documents (i) to its Affiliates without the prior written consent of the Company and (ii) to any Person other than its Affiliates, with the consent of the Company (such consent not to be unreasonably withheld or delayed), unless an Event of Default shall have occurred and is continuing, in which case, no consent shall be required.

Section 11.16. Confidentiality. Each holder of Notes agrees for a period of two (2) years after the second anniversary of the Maturity Date to keep confidential (and to cause its officers,

47

directors, employees, agents, partners, counsel and representatives to keep confidential) all information, materials and documents concerning the business of Holdings and its Subsidiaries furnished to such holder of Notes by, or on behalf of, Holdings or its Subsidiaries or any board observer designated pursuant to Section 5.18 (the “Information”). Notwithstanding the foregoing, each holder of Notes shall be permitted to disclose Information (i) to its officers, managers, directors, employees, agents, partners, counsel and representatives and Affiliates provided that such Information shall remain confidential; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or to the extent requested by any governmental agency or authority; (iii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Agreement, (B) becomes available to such holder of Notes on a non-confidential basis from a source other than Holdings or its Subsidiaries or (C) was available to the holder of Notes on a non-confidential basis prior to its disclosure to the holder of Notes by Holdings or its Subsidiaries; (iv) to the extent Holdings or its Subsidiaries shall have consented to such disclosure in writing; (v) in connection with the assignment of any Notes provided that the recipient of the Information agrees to maintain the confidentiality of the Information; or (vi) to its respective investors or lenders in connection with any reporting performed by such holder of Notes to any such Persons.

[signature page follows]

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The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

PANTHER II TRANSPORTATION, INC.
By:	/s/ John J. Sliter
Name:	John J. Sliter
Title:

Note Purchase Agreement

Accepted as of January 11, 2006.

YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M. Golding
Name:	Robert M. Golding
Title:	Managing Director
CUNA MUTUAL INSURANCE SOCIETY
By:
Name:
Title:
CUMIS INSURANCE SOCIETY, INC.
By:
Name:
Title:
MEMBERS LIFE INSURANCE COMPANY
By:
Name:
Title:
CUNA MUTUAL LIFE INSURANCE COMPANY
By:
Name:
Title:

Accepted as of January 11, 2006.

YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ John Petchler
Name:
Title:
CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ John Petchler
Name:
Title:
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ John Petchler
Name:
Title:
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ John Petchler
Name:
Title:
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ John Petchler
Name:
Title:

ANNEX A

DEFINITIONS

Unless the context otherwise requires, the terms hereinafter set forth when used in the Agreement shall have the following meanings and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined:

“Accrued Bankruptcy Interest” means, with respect to any Indebtedness, all interest accruing thereon after the filing of a petition by or against the Company or any Subsidiary under any Bankruptcy Law, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Indebtedness, whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under such Bankruptcy Law.

“Acquired Entity” has the meaning ascribed to such term in the definition of “Permitted Acquisitions.”

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests or equity of any Person or otherwise causing any Person to become a Subsidiary of the Company, or (c) a merger or consolidation or any other combination with another Person.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of ten percent (10%) or more of the equity of a Person shall for the purposes of this Agreement, be deemed to control the other Person. Notwithstanding the foregoing, neither the Purchasers nor the Agent nor any Lender under the Senior Loan Documents shall be deemed an “Affiliate” of Holdings, the Company or of any Subsidiary of the Company. For the avoidance of doubt, Teachers’ Private Capital and its Affiliates shall be considered Affiliates of the Purchaser.

“Applicable Premium” shall have the meaning assigned to it in Section 1.2(b).

“Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal, state or foreign law for the relief of debtors.

“Board of Directors” means, with respect to any Person, the board of directors (or if such Person is not a corporation, the equivalent board of managers or members or body performing similar functions for such Person) of such Person or any committee of the Board of Directors of such Person authorized, with respect to any particular matter, to exercise the power of the board of directors of such Person.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the States of New York or Illinois or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

“Capital Lease” means any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

“Capital Lease Obligations” means all monetary obligations of a Person under any Capital Lease.

“Capital Stock” means, with respect to any corporation, any and all shares, interests, rights to purchase (other than convertible or exchangeable Indebtedness that is not itself otherwise capital stock), warrants, options, participations or other equivalents of or interests (however designated) in stock issued by that corporation.

“Cash Equivalents” means: (a) securities issued or fully guaranteed or insured by the United States Government or any agency thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit, time deposits, repurchase agreements, reverse repurchase agreements, or bankers’ acceptances, having in each case a tenor of not more than six (6) months, issued by any Lender, or by any U.S. commercial bank or any branch or agency of a non-U.S. bank licensed to conduct business in the U.S. having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at least A-l by Standard & Poor’s Corporation or P-l by Moody’s Investors Service, Inc. and in either case having a tenor of not more than nine (9) months and (d) money market mutual funds provided that substantially all of the assets of such fund are comprised of securities of the type described in clauses (a) through (c).

“Change of Control” means: (i) any time prior to the consummation of an initial public offering of Holdings, the Company or any Subsidiary the Sponsor shall cease to beneficially own and control at least 51% on a fully diluted basis of the economic (but excluding any profit interests) and voting interests in the Capital Stock of Holdings; (ii) at any time after the consummation of an initial public offering of either Holdings, the Company or any Subsidiary, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Sponsor (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Holdings, (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings or (c) shall have obtained a greater percentage on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Holdings then held, directly or indirectly, beneficially and of record by Sponsor; (iii) Holdings shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of the Company; (iv) the Company shall cease to beneficially own and control 90% on a fully diluted basis of the economic and voting interest in the Capital Stock of any Subsidiary; (v) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings cease to be occupied by Persons who either (a) were members of the board of directors of Holdings on the Closing Date

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or (b) were nominated for election by the Sponsor or the board of directors of Holdings, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (vi) any “change of control” or similar event under the Senior Credit Agreement.

“Change of Control Agreement Date” shall mean any date upon which any Person enters into an agreement pursuant to which a Change of Control shall occur.

“Closing Date” shall have the meaning assigned to it in Section 2.

“Closing Date Distributions” means a dividend made by the Company to Holdings on the Closing Date in an aggregate amount equal to $47,179,385.43, the proceeds of which dividend shall be immediately used by Holdings to pay a portion of the repurchase price relating to the repurchase of an aggregate of 44,015.64 shares of its Preferred Stock, par value $ 0.01 per share on the Closing Date, from the Sponsor and certain other holders pursuant to that certain Repurchase Agreement dated as of the date hereof by and among Holdings, the Sponsor and such other holders of the Preferred Stock (the “Repurchase Agreement”).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” shall have the meaning assigned to it in the preamble to this Agreement.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (i) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (iii) under any Rate Contracts; (iv) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (v) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed or supported.

“Contractual Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its property is bound.

“Control Change Notice” shall have the meaning assigned to it in Section 1.2(b).

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“Control Change Payment Date” shall have the meaning assigned to it in Section 1.2(b).

“Controlled Group” means the Company and all Persons (whether or not incorporated) under common control or treated as a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Controlled Investment Affiliates” means, with respect to Sponsor, any fund or investment vehicle that (i) is organized by Sponsor for the purpose of making equity investments in one or more companies and is controlled by Sponsor or (ii) has the same principal fund advisor as the Sponsor. For purposes of this definition “control” means the power to direct or cause the direction of management and policies of a Person, whether by contract or otherwise.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

“Declaration Notice” shall have the meaning assigned to it in Section 1.3(a).

“Default” shall mean any event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, constitute an Event of Default.

“Default Rate” shall have the meaning assigned to it in Section 1.1.

“Disposition” means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under subsection 5.2(a), and (b) the sale or transfer by the Company or any Subsidiary of the Company of any equity securities issued by any Subsidiary of the Company and held by such transferor Person.

“Distribution” shall mean (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of the Company now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of the Company now or hereafter outstanding, or (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of the Company hereafter outstanding.

“Domestic Subsidiary” means a Subsidiary incorporated, organized or otherwise formed under the laws of any state of the United States of America or the District of Columbia.

“Employment Agreements” means those certain Employment Agreements dated as of June 10, 2005 by and between the Company and each of John Sliter and Daniel K. Sokolowski, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

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“Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for injury to the environment or threat to public health, personal injury (including sickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages (punitive or otherwise), cleanup, removal, remedial or response costs, restitution, civil or criminal penalties, injunctive relief, or other type of relief, resulting from or based upon the presence, placement, discharge, emission or release (including intentional and unintentional, negligent and non negligent, sudden or non sudden, accidental or non accidental, placement, spills, leaks, discharges, emissions or releases) of any Hazardous Material at, in, or from Property, whether or not owned by the Company.

“Environmental Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters; including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act.

“Equity Co-Investment Documents” means the Subscription Agreements and the Stockholders Agreement and all other documents related thereto.

“Equity Interests” means Capital Stock or partnership, participation or membership interests and all warrants, options or other rights to acquire Capital Stock or partnership, participation or membership interests (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock or partnership, participation or membership interests).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or 414(c) or 414(m) or 414(o) of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Qualified Plan or a Multiemployer Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Qualified Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure by the Company or any member of the Controlled Group to make required contributions to a Qualified Plan or Multiemployer Plan; (f) an event or condition which might reasonably be expected to constitute grounds under

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Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Qualified Plan or Multiemployer Plan; (g) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate; (h) an application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Plan; (i) a non-exempt prohibited transaction occurs with respect to any Plan for which the Company or any Subsidiary of the Company may be directly or indirectly liable; or (j) a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401 (a) of the Code by any fiduciary or disqualified person with respect to any Plan for which the Company or any member of the Controlled Group may be directly or indirectly liable.

“ERISA Group” means the Company, any of its Subsidiaries and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Code.

“Event of Default” shall have the meaning assigned to it in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Financial Officer” of any Person means the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“Fiscal Month” means each calendar month in the Fiscal Year.

“Fiscal Quarter” means the fiscal quarter of the Company and its Subsidiaries ending on each December 31, March 31, June 30 and September 30.

“Fiscal Year” means the fiscal year of the Company and its Subsidiaries ending on each December 31.

“Foreign Subsidiary” means a Subsidiary that is not a Domestic Subsidiary,

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which are applicable to the circumstances as of the date of determination.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative

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functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Guaranty (ies)” means, collectively, (i) that certain Guaranty of even date herewith, in form and substance reasonably acceptable to each Purchaser, made by Holdings and any other Person who becomes a party to such agreement by execution of a joinder thereto in favor of the Purchasers, and (ii) any other guaranty made by any Subsidiary of Holdings or the Company, or any other Person, in favor of the Purchasers of the Obligations.

“Guarantors” means those entities providing a Guaranty to the Purchasers thereunder.

“Hazardous Materials” means all those substances which are regulated by, or which may form the basis of liability under, any Environmental Law.

“Holdings” means PTHR Holdings, Inc., a Delaware corporation.

“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off balance sheet loan or similar off balance sheet financing products; (h) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (i) all Contingent Obligations described in clause (i) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (h) above.

“Indemnified Party” shall have the meaning assigned to it in Section 10.1.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors;

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in each case in (a) and (b) above, undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.

“Intangible Assets” means assets that are considered intangible assets under GAAP, including customer lists, goodwill, covenants not to compete, copyrights, trade names, trademarks and patents.

“Intercreditor Agreement” means the Subordination Agreement dated as of the date hereof among the Company, Holdings, Panther Sub, the Purchasers and Antares Capital Corporation, as agent for the Senior Lenders.

“Interest Payment Date” shall have the meaning assigned to it in Section 1.1.

“Issue Date” means the date of first issuance of the Notes under this Agreement.

“Joint Venture” means any partnership, association, company, community of interest, or joint venture entered into by the Company or one of its Subsidiaries with an unrelated, non-Affiliated third party on an arm’s length basis to engage in the joint undertaking of a business, which such business shall be in the same line of business as the Company or any of its Subsidiaries, or any business reasonably related thereto.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Liabilities” shall have the meaning assigned to it in Section 10.1.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the UCC or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under a lease which is not a Capital Lease.

“Majority Purchasers” means the holders of a majority in aggregate principal amount of Notes at the time outstanding.

“Management Agreement” means that certain Management Advisory Agreement dated as of June 10, 2005 among Holdings, the Company and Fenway Partners, Inc.

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“Management Fees” means fees payable pursuant to the Management Agreements.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board,

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of Holdings, the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of Holdings, the Company, any of its Subsidiaries, or any other Person (other than the Purchasers) to perform in any material respect its obligations under any Senior Subordinated Debt Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Senior Subordinated Debt Document.

“Material Contracts” means any contract or other agreement (other than the Senior Loan Documents and the Senior Subordinated Debt Documents), to which any of Holdings, the Company or their Subsidiaries is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would have a Material Adverse Effect.

“Maturity Date” means July 31, 2012.

“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and to which Company or any member of the Controlled Group may have any liability.

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making a Disposition and insurance proceeds received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) transaction costs relating to such Disposition (including reasonable attorneys fees) excluding amounts payable to the Company, (ii) sale, use or other transaction taxes paid or payable as a result thereof, (iii) income taxes paid or payable as a result thereof, (iv) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Senior Debt or other Indebtedness secured by a Lien on the asset which is the subject of such Disposition, and (v) reasonable amounts required to repair or prepare any Property that is the subject of such Disposition for sale, and (b) in the event of an Event of Loss (i) all money actually applied to repair or reconstruct the damaged property or property affected by the condemnation or taking, (ii) all of the costs and expenses (including reasonable attorneys fees) reasonably incurred in connection with the collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments, including holders of Senior Debt or other Indebtedness secured by a Lien on an asset which is the subject of such Event of Loss.

“Note Register” shall have the meaning assigned to it in Section 11.1.

“Notes” shall mean the 14.0% Senior Subordinated Notes, due July 31, 2012, of the Company in an initial aggregate principal amount of $24,800,000 issued under and pursuant

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to this Agreement, or any other Notes issued hereunder, or any amendment thereto, or to the extent otherwise issued pursuant to Section 1,1.

“Obligations” means all Notes, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by the Company to the Purchasers or any other Person required to be indemnified, that arises under any Senior Subordinated Debt Document, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.

“Ordinary Course of Business” means, in respect of any transaction involving Holdings, the Company or any Subsidiary of the Company, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Senior Subordinated Debt Documents or Senior Loan Documents.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership or (c) for any limited liability company, the operating agreement and articles or certificate of formation.

“Panther Purchase Agreement” means that certain Contribution and Share Purchase Agreement dated as of May 22, 2005 by and among Holdings, Panther Acquistion, Inc., the Company and the Shareholders, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Panther Sub” means Panther II, Inc., an Ohio corporation f/k/a Sokolowski, Inc.

“Party” means any Person other than the holders of the Notes, which now or hereafter is a party to any of the Senior Subordinated Debt Documents.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any of its principal functions under ERISA.

“Permitted Acquisition” means any Acquisition by (i) the Company or any Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary of substantially all of the assets of a Person, which assets are located in the United States or (ii) the Company or any Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary of one hundred percent (100%) of the equity interests of a Person incorporated under the laws of any State in the United

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States or the District of Columbia (such assets, in the case of an asset acquisition, or entity, in the case of an acquisition of equity securities, are referred to herein as the “Acquired Entity”) to the extent that each of the following conditions shall have been satisfied:

(a) to the extent the Acquisition will be financed in whole or in part with the proceeds of any loan under the Senior Credit Agreement, the conditions set forth under the Senior Credit Agreement shall have been satisfied;

(b) the Company shall have furnished to the Purchasers at least ten (10) Business Days prior to the consummation of such Acquisition (i) an executed term sheet and/or commitment letter (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of the Purchasers, such other information and documents that the Purchasers may request, including, without limitation, executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, (ii) pro forma financial statements of the Company and its Subsidiaries after giving effect to the consummation of such Acquisition, (iii) a certificate of a Responsible Officer of the Company demonstrating on a pro forma basis compliance with the covenants set forth in Section 6.2 hereof after giving effect to the consummation of such Acquisition (and the incurrence of any Indebtedness in connection therewith)) and (iv) copies of such other agreements, instruments and other documents as the Purchasers reasonably shall request;

(c) such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Acquired Entity;

(d) no Default or Event of Default shall then exist or would exist after giving effect thereto;

(e) after giving effect to such Acquisition, Availability (as defined therein) under the Senior Credit Agreement shall be not less than $2,550,000;

(f) no more than $1,150,000 in the aggregate principal amount of Revolving Loans under the Senior Credit Agreement may be used during any calendar year and no more than $3,450,000 in the aggregate principal amount of Revolving Loans under the Senior Credit Agreement may be used during the term of this Agreement to consummate all such Acquisitions;

(g) the total consideration paid or payable (including, without limitation, any Seller Paper) for (i) any individual Acquisition shall not exceed $1,150,000 and (ii) all Acquisitions consummated during the term of this Agreement shall not exceed $3,450,000 in the aggregate for all such Acquisitions, less the amount of any Investments made under subsection 5.4(e); and

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(h) the Acquired Entity has EBITDA, the calculation and determination of which shall be reasonably acceptable to the Majority Purchasers, and which EBITDA shall be subject to proforma adjustments acceptable to the Majority Purchasers, for the most recent four (4) quarters prior to the acquisition date for which financial statements are available, greater than zero.

“Permitted Refinancing” shall mean any refinancing of the Indebtedness incurred under the Senior Credit Agreement, provided that the financing documentation entered into by the Company or its Subsidiaries in connection with such Permitted Refinancing constitutes permitted Refinancing Loan Documents; provided, that the amount of such Indebtedness shall not exceed the then existing Senior Debt Principal Cap Amount.

“Permitted Refinancing Loan Documents” means any financing documentation that from time to time replaces any Senior Credit Agreement, or prior Permitted Refinancing Loan Documents, and pursuant to which Indebtedness incurred under the Senior Credit Agreement or the Permitted Refinancing Loan Documents, as the case may be, is refinanced, as such financing documentation may be amended, supplemented, restated or otherwise modified from time to time, but specifically excluding any such financing documentation to the extent that it contains, either initially or by amendment or other modification, any terms, conditions, covenants or defaults other than those which: (a) then exist in the Senior Credit Agreement or the prior Permitted Refinancing Loan Documents, or (b) could be included in the Senior Credit Agreement by amendment or other modification in accordance with the terms of the Intercreditor Agreement.

“Person” or “person” means any corporation, individual, limited liability company, joint stock company, joint venture, partnership, limited liability company, unincorporated association, governmental regulatory entity, country, state or political subdivision thereof, trust, municipality or other entity.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Company or any member of the Controlled Group sponsors or maintains or to which the Company or any member of the Controlled Group is reasonably expected to have liability (whether contingent or otherwise).

“Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person, including, without limitation, any of the foregoing under any Debtor Relief Laws.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“PTE” shall have the meaning assigned to it in Section 3.24(c)(ii).

“Purchaser(s)” shall mean the Person designated as a Purchaser on Schedule I hereto.

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“QPAM” shall have the meaning assigned to it in Section 3.24(c)(iii).

“QPAM Exemption” shall have the meaning assigned to it in Section 3.24(c)(iii).

“Qualified Plan” means a pension plan (as defined in Section 3(2) of ER1SA) intended to be tax-qualified under Section 401(a) of the Code and which any member of the Controlled Group sponsors, maintains, or to which it makes, is making or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding period covering at least five (5) plan years, but excluding any Multiemployer Plan.

“Rate Contracts” means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates.

“Real Property” means, as of any date of determination, all real property then or theretofore owned, leased or occupied by the Company or any Subsidiary.

“Related Agreements” means the Management Agreement, the Panther Purchase Agreement, the Merger Agreement, the Employment Agreements, the Sponsor Guaranty and the Services Agreement.

“Regulation U” means such regulation of the Federal Reserve Board, as in effect from time to time.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), or into or out of including the movement of any Hazardous Materials through the air, soil, surface water, groundwater or property.

“Reportable Event” means, as to any Plan, (a) any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any such event for which the thirty (30) day notice requirement under ERISA has been waived in regulations issued by the PBGC, (b) a withdrawal from a Plan described in Section 4063 of ERISA, or (c) a cessation of operations described in Section 4062(e) of ERISA.

“Requirement of Law” means, as to any Person, any law (statutory or common), ordinance, treaty, rule, regulation, order, policy, other legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon Person or any of its Property or to which such Person or any of its property is subject.

“Responsible Officer” means the chief executive officer, the president or any vice president of the Company, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial

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information, the chief financial officer, the treasurer or the controller of the Company, or any other officer having substantially the same authority and responsibility.

“SEC” means the United States Securities and Exchange Commission, or any successor agency.

“Securities” means any capital stock, share, voting trust certificate, bond, debenture, note or other evidence or Indebtedness, limited partnership interest, member interest, or any warrant, option or other right to purchase or acquire any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Senior Credit Agreement” shall mean that certain Amended and Restated Credit Agreement, dated as of January 11, 2006, entered into by and among the Company, Antares Capital Corporation, as administrative agent, GE Capital Markets, Inc., as the lead arranger, and certain other lenders, as may be amended, modified, supplemented, extended, restated, replaced, or refinanced from time to time, with the same Senior Lenders or different Senior Lenders, including amendments, replacements and refinancings that increase the amount of obligations thereunder (including, without limitation, increases in the principal amount thereof) pursuant to a Permitted Refinancing.

“Senior Debt” shall mean “Senior Indebtedness” as such term is defined in the Intercreditor Agreement.

“Senior Debt Maturity Date” means the earlier of (i) the scheduled maturity date of the Senior Debt including any refinancings or extensions thereof with the same Senior Lenders or different Senior Lenders and (ii) the date of repayment in full of the Senior Debt, whether by prepayment, redemption, acceleration or otherwise, where such Senior Debt is not being refinanced in the manner provided for in clause (i).

“Senior Debt Principal Cap Amount” shall mean $103,500,000. For purposes of calculating the debt cap hereunder, the Senior Debt Principal Cap Amount shall be reduced by any mandatory prepayments of the Senior Debt including, but not limited to, any mandatory prepayments under the Senior Credit Agreement or permanent reductions to the revolving loan commitments under the Senior Credit Agreement (specifically excluding, however, any such repayments and/or commitment reductions resulting from the actual refinancing, substitution or replacement of the Indebtedness incurred under the Senior Credit Agreement pursuant to a Permitted Refinancing).

“Senior Lenders” means the “Lenders” (as such term is defined in the Senior Credit Agreement), and shall be deemed to include any holder of any obligation which is payable under the Senior Credit Agreement or secured by any lien created under the Senior Loan Documents.

“Senior Loan Documents” shall mean the Senior Credit Agreement, all agreements, certificates and documents identified as Loan Documents in the Senior Credit

14

Agreement, and all documents executed by the Company, its Subsidiaries or any of their respective Affiliates in connection therewith.

“Senior Subordinated Debt Documents” shall mean this Agreement, the Notes, the Guaranties and the other agreements, certificates, instruments and documents delivered herewith and therewith.

“Services Agreement” means that certain Services Agreement dated as of June 10, 2005 by and between the Company and Fusion Software, Inc., as amended, restated, supplemented or otherwise modified to the extent permitted

“Shareholders” means each of Ellen A. Amato, as trustee of the Amato FLIT Trust U/A/D 12/31/03, Craig T. Amato, individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust and Daniel K. Sokolowski, individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98.

“Solvent” means, as to any Person at any time, that (a) the fair value of the Property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 10l(32)(A) of the Bankruptcy Code and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its Property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Source” shall have the meaning assigned to it in Section 3.24(c).

“Sponsor” shall mean Fenway Partners, Inc.

“Sponsor Guaranty” means that certain Limited Guaranty dated as of May 22, 2005 by the Sponsor in favor of the Shareholders, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.

“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement dated as of the date hereof, by and among the Holdings and the stockholders named therein.

“Subscription Agreements” shall mean Subscription Agreements with respect to the common stock and the preferred stock, each dated as of the date hereof, by and among the Purchasers and the Holdings.

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“Subsidiary” of a Person means any corporation, association, limited liability company, partnership, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof.

“Transaction Fee” shall have the meaning assigned to it in Section 1.6.

“Unfunded Pension Liabilities” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used by the Plan’s actuaries for funding the Plan pursuant to section 412 for the applicable plan year.

“Wholly-Owned Subsidiary” means any Subsidiary in which (other than directors’ qualifying shares required by law) one hundred percent (100%) of the equity securities, at the time as of which any determination is being made, is owned, beneficially and of record, by the Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.

“Withdrawal Liabilities” means, as of any determination date, the aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA if the Controlled Group made a complete withdrawal from all Multiemployer Plans and any increase in contributions pursuant to Section 4243 of ERISA.

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Schedule I

NAME AND ADDRESS OF PURCHASERS		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
York Street Mezzanine Partners, L.P.		$17,928,571.00
c/o York Street Capital Partners, L.L.C. One Pluckemin Way Bedminster, NJ 07921 Attention: Robert M. Golding Tel: (908) 658-3714 Fax: (908) 658-9933
WIRE TRANSFER INSTRUCTIONS
Bank Name:	JP Morgan Chase Bank
Bank Address:	57 Diamond Spring Road
	Denville,NJ 07834
ABA No.:	XXXXXXXXX .
Account Name:	York Street Mezzanine
	Partners, L.P
Account No:	XXXXXXXXXXXX
Reference:	Panther II
CUMIS Insurance Society, Inc.		$1,075,714.35
John Petchler CUNA Mutual Group 5910 Mineral Point Road Madison, WI 53705-4456 Phone:608 231-8255 Fax: 608 236-6224 Email: john.petchler@cunamutual.com
WIRE TRANSFER INSTRUCTIONS
Bank Name:	State Street Bank
Account Name:	CUMIS Insurance Society
Account Number:	XXXX
ABA/Routing:	XXXXXXXXX

NAME AND ADDRESS OF PURCHASERS		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CUNA Mutual Insurance Society		$2,151,428.70
John Petchler CUNA Mutual Group 5910 Mineral Point Road Madison, WI 53705-4456 Phone:608 231-8255 Fax: 608 236-6224 Email: john.petchler@cunamutual.com
WIRE TRANSFER INSTRUCTIONS
Bank Name: Account Name: Account Number: ABA/Routing:	State Street Bank CUNA Mutual Insurance Society XXXX XXXXXXXXX
Members Life Insurance Company John Petchler CUNA Mutual Group 5910 Mineral Point Road Madison, WI 53705-4456 Phone:608231-8255 Fax: 608 236-6224 Email : john.petchler@cunamutual.com		$717,142.90
WIRE TRANSFER INSTRUCTIONS
Bank Name: Account Name: Account Number: ABA/Routing:	State Street Bank Members Life Insurance Company XXXX XXXXXXXXX

2

NAME AND ADDRESS OF PURCHASERS		PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
CUNA Mutual Life Insurance Company John Petchler CUNA Mutual Group 5910 Mineral Point Road Madison, WI 53705-4456 Phone:608 231-8255 Fax: 608 236-6224 Email: john.petchler@cunamutual.com		$3,227,143.05
WIRE TRANSFER INSTRUCTIONS
Bank Name:	State Street Bank
Account Name:	CUNA Mutual Life Insurance Company
Account Number:	XXXX
ABA/Routing:	XXXXXXXXX

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EX-10.13

Exhibit 10.13

CONSENT, WAIVER AND FIRST AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS CONSENT, WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Consent”) is entered into as of July 21, 2006 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Borrower, Holdings and Panther Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

W I T N E S S E T H:

WHEREAS, Borrower and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Borrower has informed the Lenders that Borrower wishes to acquire certain assets of Con-way Expedite & Brokerage Inc., a Delaware corporation (“Con-Way”) pursuant to that certain Asset Purchase Agreement dated as of July 21, 2006 (the “Purchase Agreement”) by and among Con-Way, Con-way Transportation LLC, a Delaware limited liability company, Con-way, Inc., a Delaware corporation and Borrower (such acquisition pursuant to the Purchase Agreement, the “Con-Way Acquisition”);

WHEREAS, in connection with the Con-Way Acquisition Borrower intends to use proceeds of revolving loans under the Senior Credit Agreement in the aggregate principal amount of $8,000,000 for the sole and express purpose of paying the purchase price for, and the fees, costs and expenses related to, the Con-Way Acquisition;

WHEREAS, Borrower has requested that the Lenders (a) consent to the Con-Way Acquisition, (b) agree to waive an Event of Default existing under the Note Purchase Agreement and other Senior Subordinated Debt Documents as a result of Holdings changing its legal name to “Panther Expedited Services, Inc.” (the “Existing Event of Default”) and (c) agree to amend the Note Purchase Agreement as set forth herein; and

WHEREAS, the Lenders are willing to grant such consents and make the waiver and amendment, in each case, subject to the terms, conditions and other provisions set forth herein; and

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NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document, and subject to and in accordance with the terms of this Consent, the Lenders hereby consent to the Con-Way Acquisition.

3. Limited Waiver. Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section 5 hereof, and in reliance upon the representations and warranties of the Borrower set forth in the Note Purchase Agreement and in this Consent, the Lenders hereby waive the Existing Event of Default. The foregoing is a limited waiver and the execution and delivery of this Amendment does not (a) constitute a waiver of any term or provision of the Senior Subordinated Debt Documents, except as expressly set forth above, or (b) constitute a waiver by any Lender of any of its other rights or remedies under the Senior Subordinated Debt Documents (all such rights and remedies being expressly reserved).

4. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Consent, the definition of “Pro Forma Acquisition EBITDA” in Exhibit B to Covenant 6.2 of Exhibit 4.2(b) (Compliance Certificate) of the Note Purchase Agreement is hereby amended by adding the following sentence to the end thereof:

“The foregoing notwithstanding, “Pro Forma Acquisition EBITDA” attributable to Con-way shall be deemed to be $285,000 for each fiscal month commencing with the fiscal month of August 2005 through and including the fiscal month of July 2006.”

5. Conditions Precedent. The effectiveness of this Consent is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Consent by each of the Loan Parties, and the Majority Purchasers;

(b) delivery to the Lenders of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to the Majority Purchasers;

(c) the Con-Way Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Con-Way Purchase Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of the Majority Purchasers), for a purchase price not to exceed $8 million and Con-Way shall have fully performed all of the obligations to be performed by it under the Con-Way

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Purchase Agreement; and

(d) receipt by the Lenders of evidence in form and substance reasonably satisfactory to the Majority Purchasers of the consent to and acknowledgment of the Con-Way Acquisition by the Senior Lenders.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Consent, the Con-Way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Consent, the Con-Way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Consent, the Con-Way Purchase Agreement (in the case of the Borrower) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Con-Way Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Borrower is a party or by which any of its properties or assets are bound;

(f) the Con-Way Purchase Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties of the Loan Parties and, to the best knowledge of the Loan Parties, of Con-Way contained in the Con-Way Purchase Agreement is true, correct and complete;

(h) all material conditions precedent to the Con-Way Acquisition have been fulfilled or (with the prior written consent of the Majority Purchasers) waived, and the Con-Way Purchase Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

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(i) the Senior Lenders have consented to the Con-Way Acquisition;

(j) after giving effect to the waiver set forth in Section 3 of this Consent, no Default or Event of Default exists; and

(k) after giving effect to the Con-Way Acquisition, including the incurrence of Indebtedness in connection therewith and the amendment set forth in Section 4 of this Consent, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 of the Note Purchase Agreement, recomputed for the most recent month for which financial statements have been delivered.

7. No Further Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

8. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Consent.

9. Counterparts. This Consent may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Consent and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10. Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

11. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Consent.

12. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

13. Severability. Wherever possible, each provision of this Consent shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Consent shall be prohibited by or invalid under such law, such provision shall be

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ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Consent.

14. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Consent and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Consent shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Consent as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ John J. Sliter	By:	/s/ John J. Sliter
Name:	John J. Sliter	Name:	John J. Sliter
Title:	Treasurer/ Secretary	Title:	Treasurer/ Secretary
PANTHER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ John J. Sliter
Name:	John J. Sliter
Title:	Treasurer/ Secretary

LENDERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M. Golding
Name:	Robert M. Golding
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Robert M. Golding
Name:	Robert M. Golding
Title:	Managing Director

[SIGNATURE PAGE TO WAIVER AND CONSENT]

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ Jim E. McDonald
Name:	Jim E. McDonald
Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ Jim E. McDonald
Name:	Jim E. McDonald
Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ Jim E. McDonald
Name:	Jim E. McDonald
Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ Jim E. McDonald
Name:	Jim E. McDonald
Title:	Director, Private Placements

[SIGNATURE PAGE TO WAIVER AND CONSENT]

EXHIBIT A to Limited Consent and Waiver

DOCUMENT CHECKLIST

I. Collateral Due Diligence

1. Pre-closing lien searches described on Annex A hereto

II. Certification of Documents by a Responsible Officer of Borrower

2. Con-Way Purchase Documents:

a. Con-Way Purchase Agreement, with all exhibits and schedules thereto

b. Bill of Sale

c. Form of Independent Contractor Agreement Sublease and Assignment Agreement

d. Form of Lease Purchase Agreement Assignment and Assumption Agreement

e. Deposit Escrow Agreement

f. Financial Statements of Con-way

3. Compliance Certificate demonstrating that, after giving effect to the Con-Way Acquisition, including the incurrence of Indebtedness in connection therewith, and the amendment set forth in Section 4 of the Consent, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 of the Note Purchase Agreement, recomputed for the most recent month for which financial statements have been delivered

ANNEX A to Document Checklist

UCC SEARCHES
Con-Way Expedite & Brokerage Inc.	Con-Way Transportation Services, Inc.
1. Delaware SOS	1. Delaware SOS
2. Washtenaw County, Michigan	2. Washtenaw County, Michigan

EX-10.14

Exhibit 10.14

SECOND AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 14, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Borrower, Holdings and Panther Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

WITNESSETH:

WHEREAS, Borrower and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Borrower has requested that the Lenders agree to amend the Note Purchase Agreement as set forth herein; and

WHEREAS, the Lenders are willing to make the amendment, subject to the terms, conditions and other provisions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Amendment. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Amendment, Exhibit 4.2(b) (Compliance Certificate) of the Note Purchase Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit A hereto.

3. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties and the Majority Purchasers;

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(b) the payment of all fees and expenses of the Lenders, including, the fees and expenses of Goodwin Procter LLP; and

(c) the execution and delivery of all necessary consents and a corresponding amendment to the Senior Credit Agreement, each in form and substance reasonably satisfactory to the Majority Purchasers.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) after giving effect to this Amendment, no Default or Event of Default exists.

5. No Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. The Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. Except as set forth herein, the Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

6. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Amendment.

7. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of

2

which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Amendment shall . be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

LENDERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M.Golding
Name:	Robert M.Golding
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Robert M.Golding
Name:	Robert M.Golding
Title:	Managing Director

[SIGNATURE PAGE TO SECOND AMENDMENT]

CUNA MUTUAL INSURANCE SOCIETY

By:

Name:

Title:

CUMIS INSURANCE SOCIETY, INC.

By:

Name:

Title:

MEMBERS LIFE INSURANCE COMPANY

By:

Name:

Title:

CUNA MUTUAL LIFE INSURANCE COMPANY

By:

Name:

Title:

[SIGNATURE PAGE TO SECOND AMENDMENT]

EXHIBIT A to Second Amendment

FORM OF COMPLIANCE CERTIFICATE

See attached.

EX-10.15

Exhibit 10.15

CONSENT AND THIRD AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS CONSENT AND THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Consent”) is entered into as of March 20, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), INTEG MERGER, INC., a Delaware corporation (“Merger Sub”); Borrower, Holdings, Panther Sub and Merger Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

W I T N E S S E T H:

WHEREAS, Borrower and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Borrower has informed the Lenders that Borrower wishes to cause Merger Sub to merge with and into Integres Global Logistics, Inc., a Delaware corporation (“Integres”), pursuant to that certain Merger Agreement dated as of March 20, 2007 (the “Integres Merger Agreement”) by and among the Borrower, Merger Sub, Integres and each of TCV IV, L.P. and TCV IV Strategic Partners, L.P. (collectively “TCV”) (such acquisition pursuant to the Integres Merger Agreement, the “Integres Acquisition”);

WHEREAS, in connection with the Integres Acquisition, Borrower intends to use proceeds of revolving loans under the Senior Credit Agreement in the aggregate principal amount of $4,512,575 for the sole and express purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition;

WHEREAS, Borrower has requested that the Lenders (a) consent to the Integres Acquisition, (b) consent to Borrower’s use of proceeds of revolving loans under the Senior Credit Agreement in the aggregate principal amount of $4,512,575 for the sole and express purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition, and (c) agree to amend the Note Purchase Agreement in certain respects as set forth herein; and

WHEREAS, the Lenders are willing to grant such consents and make such amendments,

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in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document, and subject to and in accordance with the terms of this Consent, the Lenders hereby:

(a) consent to the Integres Acquisition, notwithstanding the failure of Borrower to comply with clauses (b)(i), (f), and (g) of the definition of “Permitted Acquisition” as set forth in Annex A of the Note Purchase Agreement, and acknowledge that, from and after the effectiveness of such consent, the Integres Acquisition shall be deemed to be a “Permitted Acquisition”; and

(b) consent to the Borrower’s use of proceeds of revolving loans under the Senior Credit Agreement in the aggregate principal amount of $4,512,575 for the sole and express purpose of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Integres Acquisition.

3. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Consent, the Note Purchase Agreement is hereby amended as follows:

(a) Section 5.5 of the Note Purchase Agreement is hereby amended by (i) deleting the word “and” immediately after clause (g), (ii) deleting the “.” immediately after clause (h) and substituting “; and” in lieu thereof and (iii) adding a new clause (i) immediately following clause (h) as follows:

“(i) unsecured contingent Indebtedness of the Company constituting the Integres Earn-Out Obligation incurred in connection with the Integres Acquisition in an aggregate maximum potential amount not to exceed $4,000,000.”

(b) Section 5.11 – Restricted Payments. The preamble to Section 5.11 of the Note Purchase Agreement is hereby amended in its entirety to read as follows:

“5.11 Restricted Payments. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire

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such shares, interests or securities now or hereafter outstanding, or (iii) make any payment on account of the Integres Earn-Out Obligation (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Company may declare and pay dividends to the Company or any Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary, and except that the Company may:”

(c) Section 5.11 – Restricted Payments. Section 5.11 of the Note Purchase Agreement is hereby further amended by (i) deleting the word “and” immediately after clause (e), (ii) deleting the “.” immediately after clause (f) and substituting “; and” in lieu thereof and (iii) adding new clause (g) immediately following clause (f) as follows:

“(g) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Integres Earn-Out Obligation in accordance with the provisions of Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of the Integres Earn-Out Payment:

(A) prior to the making of such payment, the Lenders shall have received (i) written notice from the Company of the Company’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or by the Company or any of its Subsidiaries under the Integres Merger Agreement in respect thereof, and (iii) a certificate by a Responsible Officer stating that the Company and its Subsidiaries are in compliance with the terms hereof and of the Integres Merger Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Integres Merger Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of the Majority Purchasers);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payment, Holdings, the Company and each of their Subsidiaries (the “Loan Parties”) are in compliance on a pro forma basis with the financial covenants set forth in Section 6 of the Note Purchase Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Note Purchase Agreement after giving effect thereto as if such payment was made during the period covered thereby); provided, that solely for purposes of calculating the Fixed

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Charge Coverage Ratio as required by this clause (D) in connection with the making of the Integres Earn-Out Payment, the amount of such payment shall constitute a Fixed Charge (it being understood and agreed to by the parties hereto that for purposes of determining the Loan Parties’ ongoing compliance with the financial covenants set forth in Section 6 of the Note Purchase Agreement, the Integres Earn-out Payment shall not constitute Indebtedness or Fixed Charges); and

(E) after giving effect to the making of such payment, Availability is not less than $2,550,000;”

(d) Annex A – Definitions. Annex A of the Note Purchase Agreement hereby is amended by substituting the following definition of the term set forth below in lieu of the current version of such definition contained in Annex A of the Credit Agreement:

““Related Agreements” means, collectively, the Management Agreement, the Panther Purchase Agreement, the Employment Agreements, the Sponsor Guaranty, the Repurchase Agreement, the Integres Acquisition Documents and the Services Agreement.”

(e) Annex A – Definitions. Annex A of the Note Purchase Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Integres” means Integres Global Logistics, Inc., a Delaware corporation.”

““Integres Acquisition” means the merger by Merger Sub with and into Integres pursuant to the Integres Merger Agreement.”

““Integres Acquisition Documents” means all documents, agreements and instruments executed by the Company and/or its Subsidiaries in connection with the consummation of the Integres Acquisition and shall include, without limitation, the Integres Merger Agreement.”

“‘“Integres Earn-Out Obligation” means the contingent obligations of the Company to make the Integres Earn-Out Payment to TCV pursuant to Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date.”

““Integres Earn-Out Payment” means the payments, if any, not to exceed an aggregate of $4,000,000 due to TCV by the Company pursuant to Section 1.6 of the Integres Merger Agreement as in effect on the Third Amendment Effective Date.”

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““Integres Merger Agreement” means that certain Merger Agreement by and among the Company, Merger Sub, Integres and TCV, dated as of March 20, 2007.”

““Integres Sub” means Key Transportation Services, Inc., a Texas corporation.”

““Merger Sub” means Integ Merger, Inc., a Delaware corporation.”

““TCV” means, collectively, TCV IV, L.P. and TCV IV Strategic Partners, L.P.”

““Third Amendment” means the Consent and Third Amendment to Note Purchase Agreement dated as of the Third Amendment Effective Date among Holdings, the Company, Panther Sub, Merger Sub, and the Lenders.”

““Third Amendment Effective Date” means March 20, 2007.”

(f) Exhibit 4.2(b). Exhibit 4.2(b) to the Note Purchase Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit 4.2(b) hereto.

5. Conditions Precedent. The effectiveness of this Consent is subject to the following conditions precedent:

(a) the execution and delivery of this Consent by each of the Loan Parties, and the Majority Purchasers;

(b) delivery to the Lenders of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance reasonably satisfactory to the Majority Purchasers;

(c)(i) the Integres Acquisition shall satisfy all of the conditions set forth in the definition of “Permitted Acquisition” contained in Annex A of the Note Purchase Agreement (other than the conditions set forth in clauses (b)(i), (f) and (g) thereof), (ii) the Integres Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Integres Merger Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of the Majority Purchasers), for a purchase price not to exceed (A) $4,100,000 payable solely in cash on the closing date of the Integres Acquisition (exclusive of the $400,000 escrow) and (B) up to $4,000,000 (or such lesser amount as may be due and owing under the terms of the Integres Merger Agreement) constituting the Integres Earn-Out Payment and (iii) Integres and TCV shall have fully performed all of the obligations to be performed by them under the Integres Merger Agreement;

(d) the payment of all fees and expenses of the Lenders, including, the fees and expenses of Goodwin Procter LLP; and

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(e) receipt by the Lenders of evidence in form and substance reasonably satisfactory to the Majority Purchasers of the consent to and acknowledgment of the Integres Acquisition by the Senior Lenders.

6. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Consent, the Integres Merger Agreement (in the case of the Borrower and the Merger Sub) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Integres Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Borrower is a party or by which any of its properties or assets are bound;

(f) the Integres Merger Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties contained in the Integres Merger Agreement is true, correct and complete in all material respects;

(h) all material conditions precedent to the Integres Acquisition have been fulfilled or (with the prior written consent of the Majority Purchasers) waived, and the Integres Merger Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

(i) no Default or Event of Default exists; and

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(j) after giving effect to the Integres Acquisition, including the incurrence of Indebtedness in connection therewith and the amendments set forth herein, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6 of the Note Purchase Agreement, recomputed for the most recent month for which financial statements have been delivered.

7. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

8. Post-Closing Obligations. The Borrower will deliver to the Lenders, as soon as reasonably practicable, but in no event later than March 30, 2007 (or such later date as may be agreed to in writing by the Lenders), the opinion of Scudder Law Firm, P.C., L.L.O. as counsel of Integres and Integres Sub in a form reasonably acceptable to the Majority Purchasers.

9. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Consent.

10. Counterparts. This Consent may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Consent and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

11. Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Borrower and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

12. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Consent.

13. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

14. Severability. Wherever possible, each provision of this Consent shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision

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of this Consent shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Consent.

15. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Consent and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Consent shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Consent as of the date set forth above.

BORROWER:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Daniel K. Sokolowski	By:	/s/ Daniel K. Sokolowski
Name:	Daniel K. Sokolowski	Name:	Daniel K. Sokolowski
Title:	CEO	Title:	CEO
PANTHER SUB:		MERGER SUB:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEG MERGER, INC., a Delaware corporation
By:	/s/ Daniel K. Sokolowski	By:	/s/ Roy Showman
Name:	Daniel K. Sokolowski	Name:	Roy Showman
Title:	CEO	Title:	Treasurer

LENDERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	MD
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	MD

[SIGNATURE PAGE TO AMENDMENT AND CONSENT]

CUNA MUTUAL INSURANCE SOCIETY

By:

Name:

Title:

CUMIS INSURANCE SOCIETY, INC.

By:

Name:

Title:

MEMBERS LIFE INSURANCE COMPANY

By:

Name:

Title:

CUNA MUTUAL LIFE INSURANCE COMPANY

By:

Name:

Title:

[SIGNATURE PAGE TO AMENDMENT AND CONSENT]

EXHIBIT A to Consent and Third Amendment to Note Purchase Agreement

Items denoted in a bold typeface herein shall be prepared and delivered by the Company or its counsel, as applicable

DOCUMENT CHECKLIST

I. Principal Collateral Documents

1. Guaranty executed by Integres and Key Transportation Services, Inc. in favor of Lenders

II. UCC, State and Federal Tax Lien and Judgment Searches; UCC Termination Statements; and UCC Financing Statements

1. UCC, State and Federal Tax Lien and Judgment Searches listed on Annex A hereto

III. Ancillary Documents

1. Third Restatement Effective Date Compliance Certificate demonstrating that, after giving effect to the Integres Acquisition, including the incurrence of Indebtedness under the Senior Credit Agreement in connection therewith, the Borrower is in compliance on a pro forma basis with the covenant set forth in Section 6.2 of the Note Purchase Agreement, recomputed for the most recent month for which financial statements have been delivered

2. Certificate of Merger certified by the Secretary of State of Delaware

IV. Organizational Documents, Resolutions, Authorizations and Good Standing Certificates

1. Integres Secretary’s Certificate certifying as to the following:

Exhibit A	Certificate of Incorporation
Exhibit B	By-Laws
Exhibit C	Incumbency Signatures
Exhibit D	Resolutions re:     Senior Subordinated Debt Documents and Related Transactions
Exhibit E	Certificate of Good Standing/Qualification to do Business in Delaware

2. Key Transportation Services, Inc. Secretary’s Certificate certifying as to the following:

Exhibit A	Certificate of Incorporation
Exhibit B	By-Laws
Exhibit C	Incumbency Signatures
Exhibit D	Resolutions re:     Senior Subordinated Debt Documents and Related Transactions
Exhibit E	Certificate of Good Standing in Texas

V. Certification of Documents by a Responsible Officer of Borrower

1. Integres Merger Documents:

a.	Integres Merger Agreement, with all exhibits and schedules thereto
b.	Escrow Agreement
c.	Letter Agreement

EXECUTION COPY

GUARANTEE

This GUARANTEE (“Guarantee”), dated as of March     , 2007 is made by Key Transportation Services, Inc., a Texas corporation (“KTSI”), Integres Global Logistics, Inc., a Delaware corporation (“IGLI”; KTSI and IGLI together, the “Guarantors”), in favor of the holders of the Notes (and its respective successors and assigns) issued pursuant to the Note Purchase Agreement referred to below (the “Purchasers”), with reference to the following facts:

RECITALS

Pursuant to that certain Note Purchase Agreement dated as of January 11, 2006, by and among Panther II Transportation, Inc. (the “Company”), an Ohio corporation and York Street Mezzanine Partners, L.P. (“York Street”), a Delaware limited partnership and Cumis Insurance Society, Inc. (“Cumis”), CUNA Mutual Life Insurance Company (“CUNA”), Members Life Insurance Company (“Members”), CUNA Mutual Life Insurance Society (“CUNA Life”) (Cumis, CUNA, Members, CUNA Life and York Street, collectively, the “Purchasers”) (said Note Purchase Agreement, as amended, restated, extended, renewed, supplemented or otherwise modified from time to time, being the “Note Purchase Agreement”), the Purchasers have agreed to purchase senior subordinated notes (the “Notes”) issued by the Company as contemplated therein.

Pursuant to the Note Purchase Agreement, the Guarantors are required to enter into this Guarantee and to guarantee the Guaranteed Obligations as hereinafter provided. The Guarantors expect to realize direct and indirect benefits as the result of the issuance of the Notes under the Note Purchase Agreement and accordingly, desire to execute this Guarantee in order to satisfy the conditions and requirements of the Note Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the Guarantors hereby represent, warrant, covenant, agree and guarantee as follows:

Section 1, Definitions. This Guarantee is one of the Guarantees referred to in the Note Purchase Agreement and is one of the Senior Subordinated Note Documents. Terms defined in the Note Purchase Agreement and not otherwise defined in this Guarantee shall have the meanings given those terms in the Note Purchase Agreement when used herein and such definitions are incorporated herein as though set forth in full. In addition, as used herein, the following terms shall have the meanings respectively set forth after each:

“Guarantee” means this Guarantee, and any extensions, modifications, renewals, restatements, reaffirmations, supplements or amendments hereof.

“Guaranteed Obligations” means any and all present and future obligations of any type or nature of the Company or any other Obligor to the holders of the Notes arising under or related to the Senior Subordinated Note Documents and/or any one or more of them, including principal, interest, premiums, fees, costs and expenses, however evidenced, whether as principal, surety, guarantor or otherwise, whether now existing or hereafter arising, or after the commencement of any case with respect to the Company under the United States Bankruptcy Code or any similar statute (including the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, or secured or unsecured.

“Guarantors” has the meaning assigned to such term in the preamble to this Guarantee.

“Purchasers” has the meaning assigned to such term in the preamble to this Guarantee.

Section 2. Guarantee of Guaranteed Obligations. The Guarantors hereby irrevocably, unconditionally guarantee and promise to pay and perform (to the extent such performance is not in violation of applicable Law and the terms of any relevant contract) on demand the Guaranteed Obligations and each and every one of them, including all amendments, modifications, supplements, renewals or extensions of any of them, whether such amendments, modifications, supplements, renewals or extensions are evidenced by new or additional instruments, documents or agreements or change the rate of interest on any Guaranteed Obligation or the security therefor, or otherwise.

Section 3. Nature of Guarantee. This Guarantee is irrevocable and continuing in nature and relates to any Guaranteed Obligations now existing or hereafter arising. This Guarantee is a guarantee of prompt and punctual payment and performance (to the extent such performance is not in violation of applicable Law and the terms of any relevant contract) and is not merely a guarantee of collection. This Guarantee is the primary obligation of the Guarantors and not a secondary obligation or contract of surety.

Section 4. Relationship to Other Agreements. Nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other document, instrument or agreement executed by the Guarantors or in connection with the Guaranteed Obligations, but each and every term and condition hereof shall be in addition thereto. All provisions contained in the Note Purchase Agreement or any other Senior Subordinated Note Document that apply to Senior Subordinated Note Documents generally are fully applicable to this Guarantee and are incorporated herein by this reference.

Section 5. Subordination of Indebtedness of Company to the Guarantors to the Guaranteed Obligations. The Guarantors agree that:

(a) Any indebtedness of Company now or hereafter owed to the Guarantors hereby is subordinated to the Guaranteed Obligations.

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(b) If the Purchasers so request, and upon an Event of Default, any such indebtedness of Company now or hereafter owed to the Guarantors shall be collected, enforced and received by the Guarantors as trustee for the Purchasers and shall be paid over to the Purchasers in kind on account of the Guaranteed Obligations, but without reducing or affecting in any manner the obligations of the Guarantors under the other provisions of this Guarantee.

(c) After an Event of Default, should the Guarantors fail to collect or enforce any such indebtedness of Company now or hereafter owed to the Guarantors and pay the proceeds thereof to the Purchasers in accordance with Section 5(b) hereof, the Purchasers as the Guarantors’ attorney-in-fact may do such acts and sign such documents in Guarantors’ name as the Purchasers consider necessary or desirable to effect such collection, enforcement and/or payment.

Section 6. Statutes of Limitations and Other Laws. Until the Guaranteed Obligations shall have been paid and performed in full, all the rights, privileges, powers and remedies granted to the Purchasers hereunder shall continue to exist and may be exercised by the Purchasers at any time and from time to time irrespective of the fact that any of the Guaranteed Obligations may have become barred by any statute of limitations. The Guarantors expressly waives the benefit of any and all statutes of limitation, and any and all Laws providing for exemption of property from execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by applicable Laws.

Section 7. Waivers and Consents. The Guarantors acknowledge that the obligations undertaken herein involve the guarantee of obligations of Persons other than the Guarantors and, in full recognition of that fact, consent and agree that the Purchasers may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Senior Subordinated Note Documents to which the Guarantors is not party or any additional security or guarantees, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Senior Subordinated Note Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guarantees for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Purchasers in their sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to the Purchasers or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guarantee therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination of the corporate or other existence of Company or any other Person, and correspondingly restructure the Guaranteed

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Obligations, and any such merger, change, restructuring or termination shall not affect the liability of the Guarantors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations.

Upon the occurrence and during the continuance of any Event of Default, the Purchasers may enforce this Guarantee independently of any other remedy, guarantee or security the Purchasers at any time may have or hold in connection with the Guaranteed Obligations. The Guarantors expressly waive any right to require the Purchasers to marshal assets in favor of Company or any other Person, and agree that the Purchasers may proceed against Company or any other Person, or upon or against any security, guarantee or remedy, before proceeding to enforce this Guarantee, in such order as it shall determine in its sole and absolute discretion. The Purchasers may file a separate action or actions against Company and/or the Guarantors and/or any other Person without respect to whether action is brought or prosecuted with respect to any security, guarantee or against any other Person, or whether any other Person is joined in any such action or actions. The Guarantors agree that the Purchasers and Company and any Affiliates of Company may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guarantee. The Purchasers’ rights hereunder shall be reinstated and revived, and the enforceability of this Guarantee shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by the Purchasers upon the bankruptcy, insolvency or reorganization of Company or any other Person, or otherwise (and whether by litigation, settlement, demand or otherwise), all as though such amount had not been paid. The rights of the Purchasers created or granted herein and the enforceability of this Guarantee with respect to the Guarantors at all times shall remain effective to guarantee the full amount of all the Guaranteed Obligations even though the Guaranteed Obligations, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against any other Obligor or any other guarantor or surety and whether or not any other Obligor shall have any personal liability with respect thereto. The Guarantors expressly waive any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Company or any other Obligor with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guarantee for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Company or any other Obligor (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of the Purchasers to marshal assets in favor of Company or any other Person, (e) except as otherwise provided in this Guarantee, any failure of the Purchasers to give notice of sale or other disposition of collateral to the Guarantors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of the Purchasers or others that directly or indirectly results in or aids the discharge or release of any Obligor or the Guaranteed Obligations or any security or guarantee therefor by operation of law or otherwise, (g) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of the Purchasers to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i)

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the election by the Purchasers, in any bankruptcy proceeding of any Person, of the application or non-application of Section 111 l(b)(2) of the United States Bankruptcy Code, (j) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (k) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (1) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (m) the avoidance of any Lien in favor of the Purchasers for any reason, (n) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, (o) to the extent permitted, the benefits of any form of one-action rule under any applicable Law, or (p) any action taken by the Purchasers that is authorized by this Section or any other provision of any Senior Subordinated Note Document. The Guarantors waive all rights and defenses arising out of an election of remedies by the Purchasers, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the obligations, if any, has destroyed the Guarantors’ rights of subrogation and reimbursement against the principal by the operation of the internal laws of the State of New York or otherwise. The Guarantors expressly waive all setoffs and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Section 8. Condition of Company and its Subsidiaries. The Guarantors represent and warrants to the Purchasers that such Guarantors have established adequate means of obtaining from Company and its Subsidiaries, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Company and its Subsidiaries and their Properties, and the Guarantors now are and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of Company and its Subsidiaries and their Properties. The Guarantors hereby expressly waive and relinquish any duty on the part of the Purchasers (should any such duty exist) to disclose to the Guarantors any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of Company or its Subsidiaries or their Properties, whether now known or hereafter known by the Purchasers during the life of this Guarantee. With respect to any of the Guaranteed Obligations, the Purchasers need not inquire into the powers of Company or any Subsidiaries thereof or the officers or employees acting or purporting to act on their behalf, and all Guaranteed Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.

Section 9. Waiver of Rights of Subrogation. Until the principal of, premium, if any, and interest on the Notes are paid and all of the Guaranteed Obligations have been paid and performed in full, notwithstanding anything to the contrary elsewhere contained herein or in any other Senior Subordinated Note Document to which the Guarantors are Party, the Guarantors hereby expressly waive with respect to Company and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Company or any surety for Company, any and all rights at Law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party

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accommodated, or to a holder or transferee against a maker, and which the Guarantors may have or hereafter acquire against Company or any other such Person in connection with or as a result of Guarantors’ execution, delivery and/or performance of this Guarantee or any other Senior Subordinated Note Document to which the Guarantors are party. The Guarantors agree that, until the principal of, premium, if any, and interest on the Notes are paid and all of the Guaranteed Obligations have been paid and performed in full, they shall not have or assert any such rights against Company or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Company or any surety for Company, either directly or as an attempted setoff to any action commenced against the Guarantors by Company (as borrower or in any other capacity), the Purchasers or any other such Person. The Guarantors hereby acknowledge and agree that this waiver is intended to benefit Company and the Purchasers and shall not limit or otherwise affect the Guarantors’ liability hereunder, under any other Senior Subordinated Note Document to which the Guarantors are party, or the enforceability hereof or thereof.

Section 10. Understandings With Respect to Waivers and Consents. The Guarantors warrant and agree that each of the waivers and consents set forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which the Guarantors otherwise may have against Company, the Purchasers or any other Person, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. The Guarantors acknowledge that they have either consulted with legal counsel regarding the effect of this Guarantee and the waivers and consents set forth herein, or have made an informed decision not to do so. If this Guarantee or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable Law, this Guarantee and such waivers and consents shall be effective to the maximum extent permitted by Law.

Section 11. Representations. Warranties and Covenants. The Guarantors hereby make each and every representation and warranty set forth in Section 3 of the Note Purchase Agreement as if set forth in full herein. Additionally, the Guarantors agree to be bound by the covenants contained in Section 5 of the Note Purchase Agreement as if they are made by the Guarantors in this Guarantee.

Section 12. Costs and Expenses. The Guarantors agree to pay to the Purchasers all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Purchasers in the enforcement or attempted enforcement of this Guarantee (including, without limitation, in connection with any workout, restructuring or bankruptcy, insolvency or other similar proceedings), whether or not an action is filed in connection therewith, and in connection with any waiver, supplementation, extension, renewal, or amendment of any term or provision hereof. All advances, charges, costs and expenses, including reasonable attorneys’ fees and disbursements (including the reasonably allocated cost of legal counsel employed by the Purchasers), incurred or paid by the Purchasers in exercising any right, privilege, power or remedy conferred by this Guarantee, or in the enforcement or attempted enforcement thereof, shall be subject hereto and shall become a part of the Guaranteed Obligations and shall be paid to the Purchasers by the Guarantors, immediately upon demand, together with interest thereon at the rate(s) provided for under the Note Purchase Agreement.

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Section 13. Construction of this Guarantee. This Guarantee is intended to give rise to absolute and unconditional obligations on the part of the Guarantors; hence, in any construction hereof, notwithstanding any provision of any Senior Subordinated Note Document to the contrary, this Guarantee shall be construed strictly in favor of the Purchasers in order to accomplish its stated purpose.

Section 14. Liability. Notwithstanding anything to the contrary elsewhere contained herein or in any Senior Subordinated Note Document to which the Guarantors are Party, the aggregate liability of the Guarantors hereunder for payment and performance of the Guaranteed Obligations shall not exceed an amount which, in the aggregate, is $1.00 less than that amount which if so paid or performed would constitute or result in a “fraudulent transfer”, “fraudulent conveyance”, or terms of similar import, under applicable state or federal Law, including without limitation, Section 548 of the United States Bankruptcy Code. The liability of the Guarantors hereunder is independent of any other guarantees at any time in effect with respect to all or any part of the Guaranteed Obligations, and the Guarantors’ liability hereunder may be enforced regardless of the existence of any such guarantees. Any termination by or release of any guarantor in whole or in part shall not affect the continuing liability of the Guarantors hereunder, and no notice of any such termination or release shall be required. The execution hereof by each Guarantor is not founded upon an expectation or understanding that there will be any other guarantor of the Guaranteed Obligations.

Section 15. Subordination. The Purchasers recognize and acknowledge that, notwithstanding anything to the contrary contained herein, all of the rights and remedies of the Purchasers hereunder shall be subject to the terms and conditions of the Intercreditor Agreement. From and after the date on which all of Company’s obligations under the Senior Credit Agreement have been satisfied, this provision shall no longer be effective.

Section 16. WAIVER OF JURY TRIAL. THE PURCHASERS AND THE GUARANTORS EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED OR INCIDENTAL TO THIS GUARANTEE, THE NOTE PURCHASE AGREEMENT, THE OTHER SENIOR SUBORDINATED NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PURCHASERS AND THE GUARANTORS AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY ARE WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS GUARANTEE, THE NOTE PURCHASE AGREEMENT OR THE OTHER SENIOR SUBORDINATED NOTE DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, EXTENSIONS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTEE, THE

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NOTE PURCHASE AGREEMENT AND THE OTHER SENIOR SUBORDINATED NOTE DOCUMENTS. ANY PARTY HERETO (OR BENEFICIARY HEREOF) MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTORS AND THE PURCHASERS TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 17. CHOICE OF LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the Guarantors have executed this Guarantee by its duly authorized officer as of the date first written above.

“Guarantors”
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	Treasurer
Address for Guarantor:
12009 Fountain Place Suite 350 Gold River, CA 95670
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	Treasurer
Address for Guarantor:
12009 Fountain Place Suite 350 Gold River, CA 95670

9

THIRD AMENDMENT EFFECTIVE DATE

COMPLIANCE CERTIFICATE

PANTHER II TRANSPORTATION, INC.

Date: March     , 2007

This Compliance Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), in connection with that certain Consent and Third Amendment to Note Purchase Agreement dated as of the date hereof by and among the Company, Panther Expedited Services, Inc., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), Panther II, Inc., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), Integ Merger, Inc., a Delaware corporation and the Purchasers (as hereinafter defined) (the “Consent”) and pursuant to subsection 4.2(b) of that certain Note Purchase Agreement dated as of January 11, 2006, as amended, among the Company, York Street Mezzanine Partners, L.P., Cumis Insurance Society, Inc. and the other purchasers parties thereto (together, the “Purchasers”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Note Purchase Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreement.

The officer executing this Certificate is a Responsible Officer of the Company and as such is duly authorized to execute and deliver this Certificate on behalf of the Company. By executing this Certificate such officer hereby certifies to the Purchasers, on behalf of the Company, that after giving effect to the consummation of the Integres Acquisition:

(a) the Senior Leverage Ratio for the twelve (12) month period ending February 28, 2007 (which calculation shall be based on and give effect to the Indebtedness as of the closing date of the Integres Acquisition) does not exceed 3.85 to 1.00; and

(b) Exhibit A hereto is a correct calculation of the Senior Leverage Ratio described in paragraph (a) above.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by one of its Responsible Officers this day          of March, 2007.

PANTHER II TRANSPORTATION, INC., an Ohio corporation, as successor by merger to Panther Acquisition, lnc., an Ohio corporation, as the Company
By:	/s/ David K. Sokolowski
Name:	David K. Sokolowski
Title:	CEO

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EXHIBIT A TO EXHIBIT 4.2 (b)

COMPLIANCE CERTIFICATE

	Feb-07
Covenant 6.1 Capital Expenditure Limit
Capital Expenditures are defined as follows: The aggregate of all expenditures and obligations, for the relevant test period set forth in Section 6.1 of the Credit Agreement, which should be capitalized under GAAP	$	1,266.00
Less: Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above
To the extent included above, amounts paid as the purchase price in Permitted Acquisitions
Capital Expenditures	$	1,266.00
Permitted Capital Expenditures	$	3,000.00
In Compliance		Yes
For purposes of calculating Cash Flow, Capital Expenditures are defined as follows: The aggregate of all expenditures and other obligations for the twelve month period ending on the last day of the month covered by such financial statements which should	$	1,266.00
Less: Net Proceeds from Dispositions and/or Events of Loss which Borrower is permitted to reinvest pursuant to subsection 1.8(c) and which are included above		0
To the extent included above, amounts paid as the purchase price in Permitted
Acquisitions		0
Capital Expenditures	$	1,266.00
Less: Portion of Capital Expenditures financed under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include drawings under the
Unfinanced Capital Expenditures (used in calculation of Cash Flow)	$	1,266.00
Covenant 6.2 Senior Leverage Ratio
Senior Leverage Ratio is defined as follows:
Adjusted Indebtedness (per Exhibit B)	$	101,850.36
Less: The principal amount of the Subordinated Indebtedness evidenced by the Subordinated Notes	($	27,166.00	)
Senior Indebtedness	$	74,684.36
EBITDA for the twelve month period ending on the date of measurement (per Exhibit B)	$	25,436.57
Plus: Pro Forma Acquisition EBITDA (as defined below) for each Permitted Acquisition (attach Schedule showing calculation of Pro Forma Acquisition EBITDA for each Permitted Acquisition)	$	1,939.00
Adjusted EBITDA	$	27,375.57

Feb 2007 Reporting Package Certificate Page 1 of 4 3/15/2007 8:17 PM

	Feb-07
Senior Leverage Ratio (Adjusted Indebtedness (from above) divided by Adjusted EBITDA)		2.73
Maximum Senior Leverage Ratio		3.85
In Compliance		YES
“Pro Forma Acquisition EBITDA” means, with respect to any Acquired Entity, the Acquired Entity’s earnings before interest, taxes, depreciation and amortization for the most recent trailing twelve (12) month period ending as of the last day of the month pr
Covenant 6.3 Fixed Charge Coverage
Fixed Charge Coverage is defined as follows:
Cash Flow (per Exhibit B)	$	24,170.57
Fixed Charges:
Net Interest Expense (per Covenant 6.4)	$	8,410.60
Plus: Scheduled principal payments of Indebtedness during such period[l]		3,125.00
Taxes paid in cash during such period		4,500.00
Restricted Payments paid in cash during such period (excluding (a) dividends from Subsidiaries of the Borrower to the Borrower or other Subsidiaries of the Borrower and (b) Restricted Payments made pursuant to and in compliance with Section 5.11 (b) of the Management fees and expenses and board of director fees paid in cash during such period	$	1,911.08
Performance bonuses (“Performance Bonuses”) paid to              pursuant to that certain             , to the extent added back to net income (or loss) in the determination of EBITDA	$	0.00
Fixed Charges	$	17,946.68
Fixed Charge Coverage (Cash Flow divided by Fixed Charges)		1.35
Required Fixed Charge Coverage		1.10
In Compliance		YES
Covenant 6.4 Interest Coverage Ratio
Interest Coverage Ratio is defined as follows:
EBITDA (per Exhibit B)	$	27,375.57
Net Interest Expense:
Gross interest expense for such period required to be paid in cash (including all commissions, discounts, fees and other charges in connection with standby letters of	$	12,448.60
Less: Interest income for such period		0
Net Interest Expense (used in calculation of Fixed Charge Coverage and Excess Cash Flow)	$	8,410.60
Interest Coverage Ratio (EBITDA divided by Net Interest Expense)		3.25
Required Interest Coverage Ratio		2.25
In Compliance		YES

Exhibit B

Feb 2007 Reporting Package Certificate Page 2 of 4 3/15/2007 8:17 PM

	Feb-07
Calculation of EBITDA and Cash Flow
EBITDA is defined as follows:
Net income (or loss) for the applicable period of measurement of Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person which is not a Subsidiary of the Borrower, exc	$	1,055.85
Plus, without duplication:
All amounts deducted in calculating net income (or loss) for depreciation or amortization for such period	$	8,608.82
Interest expense (less interest income) deducted in calculating net income (or loss) for such period	$	11,480.77
All accrued taxes on or measured by income to the extent deducted in calculating net income (or loss) for such period		($12.42)
All management fees and expenses and board of director fees, in each instance, to the extent deducted in calculating net income (or loss) for such period	$	1,911.08
All non-cash amounts deducted in the determination of net income (or loss) for such period resulting solely from the application of FAS 141, FAS 142 or FAS 144 in accordance with GAAP
All transaction-related expenses and fees incurred in connection with the Related Transactions, not to exceed $6,000,000 in the aggregate, and in connection with Permitted Acquisitions, not to exceed $500,000 in the aggregate, in each case to the
Amendment and waiver fees paid to Agent and Lenders and annual agent’s fee paid to Agent, in each instance, to the extent deducted in calculating net income (or loss) for such period
Other expenses paid at the direction of the Agent in connection with the exercise of its rights under the Loan Documents, to the extent deducted in calculating net income (or
Severance payments and non-recurring family-related expenses, not to exceed $550,000 in the aggregate, incurred in the calendar quarter ended June 30, 2005, in each instance, to the extent deducted in calculating net income (or loss) for such period
Non-cash compensation expense attributable to employee stock options, to the extent deducted in calculating net income (or loss) for such period	$	540.13
Other non-cash expenses (or less non-cash income), to the extent deducted in calculating net income (or loss) for such period and for which no cash outlay (or cash
Costs and expenses, not to exceed $1,852,000 in the aggregate, incurred in the calendar quarters ended September 30, 2006 and December 31, 2006 in connection with the proposed initial public offering of shares of capital stock of Holdings, in each instance, to the extent deducted in calculating net income (or loss) for such period	$	1,852.34
Performance Bonuses paid to              pursuant to that certain             , not to exceed $2,500,000 in the aggregate, to the extent deducted in calculating net income (or loss)	$	0.00
EBITDA[2]

Feb 2007 Reporting Package Certificate Page 3 of 4 3/15/2007 8:17 PM

	Feb-07
Calculation of Cash Flow
EBITDA for the applicable period of measurement	$	25,436.57
Less: Unfinanced Capital Expenditures (per Covenant 6.1)		($1,266.00)
Cash Flow (used in calculation of Excess Cash Flow and Fixed Charge Coverage)	$	24,170.57
Calculation of Leverage Ratio
Average of the Revolving Loan balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to May 31, 2006, the average of the Revolving Loan balance as of the last day o	$	4,678.49
Plus: Letter of Credit Participation Liability as of date of measurement	$	2,505.88
Outstanding principal balance of Term Loans as of date of measurement	$	67,500.00
Principal portion of Capital Lease Obligations and Indebtedness secured by purchase money Liens as of date of measurement
Principal portion of Subordinated Indebtedness evidenced by the Subordinated Notes as of the date of measurement	$	27,166.00
Without duplication, all other Indebtedness of the Borrower and its Subsidiaries (other than Indebtedness under Rate Contracts to the extent constituting an Obligation) as of date of measurement
Indebtedness:	$	101,850.36
Less: Unrestricted cash and cash equivalents of Borrower and its Subsidiaries in which Agent has a perfected first priority Lien, not to exceed $2,500,000 in the aggregate	$	0.00
Adjusted Indebtedness	$	101,850.36
EBITDA for the twelve month period ending on the date of measurement	$	25,436.57
Plus: Pro Forma Acquisition EBITDA (as defined below) for each Permitted Acquisition	$	1,939.00
Adjusted EBITDA	$	27,375.57
Leverage Ratio		3.72

[1] For purposes of calculating Fixed Charge Coverage, any prepayment of Term Loans pursuant to Section 1 .8(e) of the Credit Agreement shall be deemed to have been applied pro rata to all remaining scheduled installments thereof, regardless of how such pr

[2] Solely for purposes of computing the Leverage Ratio, EBITDA for the following periods shall be deemed equal to the following amounts:

Feb 2007 Reporting Package Certificate Page 4 of 4 3/15/2007 8:17 PM

EX-10.16

Exhibit 10.16

FOURTH AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Fourth Amendment”) is entered into as of May 23, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc . (“Panther Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”; Company, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

W I T N E S S E T H:

WHEREAS, Company and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Company has requested that the Lenders agree to amend the Note Purchase Agreement in certain respects as set forth herein; and

WHEREAS, the Lenders are willing to make such amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Fourth Amendment, the Note Purchase Agreement is hereby amended as follows:

(a) Section 6.1 – Capital Expenditures. Section 6.1 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.1 Capital Expenditures. The Company and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter

1

period) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period) :

Fiscal Period	Capital Expenditure Limitation
For the fiscal year ending December 31, 2006	$	3,450,000
For the fiscal year ending December 31, 2007	$	3,162,500
For the fiscal year ending December 31, 2008 and for each fiscal year thereafter	$	2,875,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b) .”

(b) Section 6.2 – Senior Leverage Ratio. Section 6.2 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.2 Senior Leverage Ratio. The Company shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage Ratio
March 31, 2006	4.03 to 1.00
June 30, 2006	4.03 to 1.00
September 30, 2006	4.03 to 1.00
December 31, 2006	4.03 to 1.00
March 31, 2007	3.85 to 1.00
June 30, 2007	4.03 to 1.00
September 30, 2007	4.03 to 1.00
December 31, 2007	4.03 to 1.00
March 31, 2008	3.74 to 1.00
June 30, 2008	3.45 to 1.00
September 30, 2008	3.45 to 1.00
December 31, 2008	3.16 to 1.00
March 31, 2009	2.59 to 1.00
June 30, 2009	2.30 to 1.00
September 30, 2009	2.30 to 1.00

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December 31, 2009 and the last day of each fiscal quarter thereafter 2 .30 to 1 .00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(c) Section 6.3 – Fixed Charge Coverage Ratio. Section 6.3 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.3 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

	Minimum Fixed Charge Ratio
Date
March 31, 2006	.96 to 1 .00
June 30, 2006	.96 to 1 .00
September 30, 2006	.96 to 1 .00
December 31, 2006	.96 to 1 .00
March 31, 2007	.96 to 1 .00
June 30, 2007	.96 to 1 .00
September 30, 2007	.96 to 1 .00
December 31, 2007	.96 to 1 .00
March 31, 2008	1.00 to 1 .00
June 30, 2008	1.00 to 1 .00
September 30, 2008	1.00 to 1 .00
December 31, 2008	1.00 to 1 .00
March 31, 2009	1.00 to 1 .00
June 30, 2009	1.00 to 1 .00
September 30, 2009	1.00 to 1 .00
December 31, 2009 and the last day of each fiscal quarter thereafter	1.04 to 1 .00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

3

(d) Section 6.4 – Interest Coverage Ratio. Section 6.4 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor :

“6.4 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date :

Date	Minimum Interest Coverage Ratio
March 31, 2006	1.96 to 1.00
June 30, 2006	1.96 to 1.00
September 30, 2006	2.04 to 1.00
December 31, 2006	2.09 to 1.00
March 31, 2007	2.13 to 1.00
June 30, 2007	1.96 to 1.00
September 30, 2007	1.96 to 1.00
December 31, 2007	1.96 to 1.00
March 31, 2008	1.96 to 1.00
June 30, 2008	2.04 to 1.00
September 30, 2008	2.04 to 1.00
December 31, 2008	2.17 to 1.00
March 31, 2009	2.39 to 1.00
June 30, 2009	2.61 to 1.00
September 30, 2009	2.61 to 1.00
December 31, 2009 and the last day of each fiscal quarter thereafter	2.83 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4 .2(b).”

(e) Annex A – Definitions. (i) The definition of “Permitted Acquisition” in Annex A of the Note Purchase Agreement is amended by deleting clause (f) and inserting in lieu thereof the following :

“(f) no more than $5,750,000 in the aggregate principal amount of Revolving Loans may be used during any calendar year and no more than $11,500,000 in the aggregate principal amount of Revolving Loans may be used during the term of the Senior Credit Agreement to consummate all such Acquisitions;”

4

(ii) The definition of “Senior Debt Principal Cap Amount” in Annex A of the Note Purchase Agreement hereby is amended by deleting the number 103,500,000.” and inserting in lieu thereof the number “111,262,500.”

(f) Annex A – Definitions. Annex A of the Note Purchase Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Fourth Amendment” means the Fourth Amendment to Note Purchase Agreement dated as of the Fourth Amendment Effective Date among Holdings, the Company, Panther Sub, Integres, Integres Sub and the Lenders.”

““Fourth Amendment Effective Date” means May 23, 2007.”

3. Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the following conditions precedent:

(a) the execution and delivery of this Fourth Amendment by each of the Loan Parties, and the Majority Purchasers;

(b) delivery to the Lenders of the Reaffirmation of and Amendment to Subordination Agreement by and among Lenders, Antares Capital Corporation and the Loan Parties;

(c) the use by the Company of a portion of the proceeds of the Fourth Amendment Term Loan (as defined in the Senior Credit Agreement) to repay in full the aggregate principal amount of the Revolving Loans outstanding as of the Fourth Amendment Effective Date;

(d) the payment of all fees and expenses of the Lenders, including, the fees and expenses of Goodwin Procter LLP; and

(e) receipt by the Lenders of evidence in form and substance reasonably satisfactory to the Majority Purchasers of the corresponding amendments to the Senior Credit Agreement.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Fourth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Fourth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Fourth Amendment, and each other document, agreement and instrument

5

executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

(e) no Default or Event of Default exists.

5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

6. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Fourth Amendment.

7. Counterparts. This Fourth Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Fourth Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Company and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Fourth Amendment.

10. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Fourth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Fourth Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Fourth Amendment.

6

12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations . Each of the Loan Parties hereby consents to this Fourth Amendment and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Fourth Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

7

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date set forth above .

COMPANY:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	Chairman
INTEGRES SUS:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	Chairman

LENDERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M. Golding
Name:	Robert M. Golding
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Robert M. Golding
Name:	Robert M. Golding
Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT]

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ John Petchler
Name:	John Petchler
Title:	Managing Director - Investments
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ John Petchler
Name:	John Petchler
Title:	Managing Director - Investments
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ John Petchler
Name:	John Petchler
Title:	Managing Director - Investments
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ John Petchler
Name:	John Petchler
Title:	Managing Director - Investments

[SIGNATURE PAGE TO AMENDMENT ]

EX-10.17

Exhibit 10.17

FIFTH AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Fifth Amendment”) is entered into as of November 20, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”), KEY TRANSPORTATION SERVICES, INC ., a Texas corporation (“Integres Sub”; Company, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L .P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

W I T N E S S E T H:

WHEREAS, Company and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Company will terminate its relationship with John Sliter pursuant to that certain Separation Agreement dated as of the date hereof between Borrower and John Sliter;

WHEREAS, Company has requested that Agent and the Lenders agree to amend the Note Purchase Agreement in certain respects as set forth herein; and

WHEREAS, the Lenders are willing to make such amendments subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Fifth Amendment, the Note Purchase Agreement is hereby amended as follows:

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(a) Annex A – Defined Terms. Annex A to the Note Purchase Agreement is hereby amended by substituting the following definition of the term set forth below in lieu of the current version of such definition contained in Annex A to the Note Purchase Agreement:

““Employment Agreement” means that certain Employment Agreement dated as of June 10, 2005 by and between the Borrower and Daniel K. Sokolowski, as amended, restated, supplemented or otherwise modified to the extent permitted hereunder.”

(b) Exhibit 4.2(b) – Compliance Certificate. Exhibit B to Exhibit 4.2(b) to the Note Purchase Agreement is hereby amended by inserting the following language as an add-back to the EBITDA calculation.

“Severance payments and other non-recurring expenses related to the termination of John Sliter, not to exceed $578,000 in the aggregate, incurred in the calendar quarter ending December 31, 2007 to the extent deducted in calculating net income (or loss) for such period”

3. Conditions Precedent. The effectiveness of this Fifth Amendment is subject to the following conditions precedent:

(a) the execution and delivery of this Fifth Amendment by each of the Loan Parties, and the Majority Purchasers; and

(b) receipt by the Lenders of evidence in form and substance reasonably satisfactory to the Majority Purchasers of the corresponding amendments to the Senior Credit Agreement.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Fifth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Fifth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Fifth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

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(e) no Default or Event of Default exists.

5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

6. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Fifth Amendment.

7. Counterparts. This Fifth Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Fifth Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of Company and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Fifth Amendment.

10. GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Fifth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Fifth Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Fifth Amendment.

12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after

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giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Fifth Amendment and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Fifth Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank; Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date set forth above.

COMPANY:		HOLDINGS:
PANTHER II TRANSPORTATION, INC ., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By :	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC ., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO

INTEGRES SUB:

KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By :	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

[SIGNATURE PAGE TO AMENDMENT]

LENDERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By :	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title :	MD
YORK STREET MEZZANINE PARTNERS II L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	MD

[SIGNATURE PAGE TO AMENDMENT]

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ James E. McDonald
Name:	James E. McDonald
Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ James E. McDonald
Name:	James E. McDonald
Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald
Name:	James E. McDonald
Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald
Name:	James E. McDonald
Title:	Director, Private Placements

[SIGNATURE PAGE TO AMENDMENT]

EX-10.18

Exhibit 10.18

CONSENT AND SIXTH AMENDMENT TO

NOTE PURCHASE AGREEMENT

THIS CONSENT AND SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of October 7, 2008 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”; Company, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the “Purchasers” and individually each a “Purchaser”).

W I T N E S S E T H:

WHEREAS, Company and the Purchasers have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Company has informed the Purchasers that Company wishes to purchase all of the outstanding equity interests of Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”), pursuant to that certain Membership Unit Purchase Agreement of even date herewith (the “Elite Purchase Agreement”) by and among Company, Elite Sellers (as defined in the Note Purchase Agreement after giving effect to this Amendment), Holdings and Elite (such acquisition pursuant to the Elite Purchase Agreement, generally, the “Elite Acquisition”);

WHEREAS, one or more Senior Lenders propose to extend an incremental term loan to Company on the date hereof in the aggregate principal amount of $5,000,000 (such loan, the “Sixth Amendment Incremental Term Loan”), which Sixth Amendment Incremental Term Loan would be deemed to be made in addition to the Existing Term Loan (as defined in the Senior Credit Agreement) and not in repayment thereof and would constitute a part of the Term Loan (as defined in the Senior Credit Agreement) for all purposes under the Senior Credit Agreement and each Loan Document referred to therein;

WHEREAS, in connection with the Elite Acquisition, Company intends to use the proceeds of the Sixth Amendment Incremental Term Loan for the purpose of (a) paying a portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and (b) working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Senior Credit Agreement;

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WHEREAS, Company has requested that the Purchasers (a) consent to the Sixth Amendment Incremental Term Loan, (b) consent to the Elite Acquisition, (c) consent to Company’s use of proceeds of the Sixth Amendment Incremental Term Loan for the purposes of paying the cash portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Senior Credit Agreement, (d) agree to amend the Note Purchase Agreement in certain respects as set forth herein, and (e) consent to certain related amendments to the Senior Credit Agreement; and

WHEREAS, the Purchasers are willing to grant such consents and make such amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Consent and Agreement. Notwithstanding anything to the contrary contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document, but subject to and in accordance with the terms of this Amendment, the Purchasers hereby:

(a) consent to the Sixth Amendment Incremental Term Loan;

(b) consent to the Elite Acquisition, notwithstanding the failure of Company to comply with clause (g) of the definition of “Permitted Acquisition” in Annex A of the Note Purchase Agreement, and acknowledge that, from and after the effectiveness of such consent, the Elite Acquisition shall be deemed to be a “Permitted Acquisition”;

(c) consent to Company’s use of proceeds of the Sixth Amendment Incremental Term Loan for the purposes of paying a portion of the purchase price due and payable at closing for, and the fees, costs and expenses related to, the Elite Acquisition, and for working capital and other general corporate purposes not in contravention of any Requirement of Law and not in violation of the Senior Credit Agreement; and

(d) consent to the amendments to the Senior Credit Agreement contemplated by that certain Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of the date hereof by and among the Loan Parties, the Senior Lenders and Antares Capital Corporation, as agent for the Senior Lenders.

3. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Amendment, the Note Purchase Agreement is hereby amended as follows:

(a) Section 5.5 of the Note Purchase Agreement hereby is amended by (i) deleting the word “and” immediately after clause (g), (ii) deleting the “.” immediately after clause (h) and substituting “; and” in lieu thereof and (iii) adding a new clause (i) immediately following clause

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(h) as follows:

“(j) unsecured Indebtedness constituting (i) the Elite Deferred Payment incurred in connection with the Elite Acquisition in an aggregate amount not to exceed $3,000,000 and (ii) the Elite Earn-Out Obligation incurred in connection with the Elite Acquisition in an aggregate maximum potential amount not to exceed $8,120,000.”

(b) Section 5.7(b) of the Note Purchase Agreement hereby is amended by deleting such subsection in its entirety and substituting the following therefor::

“(b) payment of performance bonuses to officers and employees, not to exceed $3,500,000 in the aggregate, pursuant to one or more agreements or plans, each in form and substance acceptable to the Majority Purchasers (it being acknowledged and agreed that the terms and conditions specified on Exhibit 5.7 are acceptable to the Majority Purchasers), and which agreements or plans will in any event contain the EBITDA targets set forth on Schedule 5.7; provided, that”

(c) The preamble to Section 5.11 of the Note Purchase Agreement hereby is amended in its entirety to read as follows:

“5.11 Restricted Payments. The Company shall not, and shall not suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding, or (iii) make any payment on account of the Integres Earn-Out Obligation, the Elite Deferred Payment or the Elite Earn-Out Obligation (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Company may declare and pay dividends to the Company or any Wholly-Owned Subsidiary of the Company that is a Domestic Subsidiary, and except that the Company may:”

(d) Section 5.11 of the Credit Agreement hereby is further amended by (i) deleting the word “and” immediately after clause (e), (ii) deleting the “.” immediately after clause (f) and substituting “; and” in lieu thereof and (iii) adding new clause (g) immediately following clause (f) as follows:

“(i) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Elite Deferred Payment and/or the Elite Earn-Out Obligation in accordance with the provisions of Sections 1.2(c) and 1.2(e) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of any Elite Deferred Payment and/or Elite Earn-Out

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Obligation:

(A) prior to the making of such payment, the Purchasers shall have received (i) written notice from the Company of the Company’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or by the Company or any of its Subsidiaries under the Elite Acquisition Agreement in respect thereof, and (iii) a certificate by a Responsible Officer stating the Company and its Subsidiaries are in compliance with the terms hereof and of the Elite Acquisition Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Elite Acquisition Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of the Majority Purchasers);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payments, the Company and its Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in Article VI of the Senior Credit Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Senior Credit Agreement after giving effect thereto as if such payment was made during the period covered thereby); and

(E) after giving effect to the making of such payment, Availability (as defined therein) under the Senior Credit Agreement is not less than $3,000,000.”

(e) Section 6.1 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.1 Capital Expenditures. The Company and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter period) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period):

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Fiscal Period	Capital  Expenditure Limitation
For the fiscal year ending December 31, 2006	$3,450,000
For the fiscal year ending December 31, 2007	$3,162,500
For the fiscal year ending December 31, 2008	$3,162,500
For the fiscal year ending December 31, 2009 and for each fiscal year thereafter	$2,875,000

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(f) Section 6.2 of the Note Purchase Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.2 Senior Leverage Ratio. The Company shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage Ratio
March 31, 2006	4.03 to 1.00
June 30, 2006	4.03 to 1.00
September 30, 2006	4.03 to 1.00
December 31, 2006	4.03 to 1.00
March 31, 2007	3.85 to 1.00
June 30, 2007	4.03 to 1.00
September 30, 2007	4.03 to 1.00
December 31, 2007	4.03 to 1.00
March 31, 2008	3.74 to 1.00
June 30, 2008	3.45 to 1.00
September 30, 2008	3.85 to 1.00
December 31, 2008	3.85 to 1.00
March 31, 2009	3.74 to 1.00
June 30, 2009	3.68 to 1.00
September 30, 2009	3.57 to 1.00
December 31, 2009	3.45 to 1.00

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March 31, 2010	3.34 to 1.00
June 30, 2010	3.22 to 1.00
September 30, 2010	3.05 to 1.00
December 31, 2010 and the last day of each fiscal quarter thereafter	2.88 to 1.00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(g) Section 6.3 of the Note Purchase Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.3 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date	Minimum Fixed Charge         Ratio
March 31, 2006	0.96 to 1.00
June 30, 2006	0.96 to 1.00
September 30, 2006	0.96 to 1.00
December 31, 2006	0.96 to 1.00
March 31, 2007	0.96 to 1.00
June 30, 2007	0.96 to 1.00
September 30, 2007	0.96 to 1.00
December 31, 2007	0.96 to 1.00
March 31, 2008	1.00 to 1.00
June 30, 2008	1.00 to 1.00
September 30, 2008 and the last day of each fiscal quarter thereafter	0.96 to 1.00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(h) Section 6.4 of the Note Purchase Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“6.4 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

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Date	Minimum Interest         Coverage Ratio
March 31, 2006	1.96 to 1.00
June 30, 2006	1.96 to 1.00
September 30, 2006	2.04 to 1.00
December 31, 2006	2.09 to 1.00
March 31, 2007	2.13 to 1.00
June 30, 2007	1.96 to 1.00
September 30, 2007	1.96 to 1.00
December 31, 2007	1.96 to 1.00
March 31, 2008	1.96 to 1.00
June 30, 2008	2.04 to 1.00
September 30, 2008	1.74 to 1.00
December 31, 2008	1.74 to 1.00
March 31, 2009	1.83 to 1.00
June 30, 2009	1.83 to 1.00
September 30, 2009	1.83 to 1.00
December 31, 2009	1.87 to 1.00
March 31, 2010	1.92 to 1.00
June 30, 2010 and the last day of each fiscal quarter thereafter	2.00 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(i) Annex A of the Note Purchase Agreement hereby is amended by substituting the following definition of the term set forth below in lieu of the current version of such definition contained in Annex A of the Note Purchase Agreement:

“Related Agreements” means, collectively, the Management Agreement, the Panther Purchase Agreement, the Merger Agreement, the Employment Agreements, the Sponsor Guaranty, the Integres Acquisition Documents, the Elite Acquisition Documents and the Services Agreement.”

(j) Annex A of the Note Purchase Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

“Elite” means Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company.”

“Elite Acquisition” means the acquisition by the Company of all of the

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outstanding equity interests of Elite pursuant to the Elite Acquisition Agreement.”

“Elite Acquisition Agreement” means that certain Membership Unit Purchase Agreement by and among the Company, Holdings and the Elite Sellers, dated as of October 7,2008.”

“Elite Acquisition Documents” means all documents, agreements and instruments executed by the Company and/or its Subsidiaries in connection with the consummation of the Elite Acquisition and shall include, without limitation, the Elite Acquisition Agreement.”

“Elite Deferred Payment” means the payment not to exceed an aggregate of $3,000,000 due to Elite Sellers by the Company pursuant to Section 1.2(c) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date.”

“Elite Earn-Out Obligation” means (a) the payment, if any, not to exceed an aggregate of $3,500,000 due to Elite Sellers by the Company pursuant to Section 1.2(e)(i) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date and (b) the payment, if any, not to exceed an aggregate of $4,620,000 due to Elite Sellers by the Company pursuant to Section 1.2(e)(ii) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date.”

““Elite Sellers “ means the Persons listed on the signature pages to the Elite Acquisition Agreement as “Members.””

“Sixth Amendment” means the Consent and Sixth Amendment to Note Purchase Agreement dated as of the Sixth Amendment Effective Date among Holdings, the Company, Panther Sub, Integres, Integres Sub, and the Purchasers.”

“Sixth Amendment Effective Date” means October 7, 2008.”

(k) Each of Schedules 2.11, 3.2, 3.5, 3.7, 3.17, 3.24, 5.1, 5.5, 5.6, 5.7 and 5.9 to the Note Purchase Agreement is hereby amended and restated in its entirety and as so amended shall read as set forth on Schedules 2.11, 3.2, 3.5, 3.7, 3.17, 3.24, 5.1, 5.5, 5.6, 5.7 and 5.9 hereto.

(1) Exhibit 4.2(b) to the Note Purchase Agreement is hereby amended in its entirety and as so amended shall read as set forth on Exhibit 4.2(b) hereto.

4. Conditions Precedent. The effectiveness of this Amendment is subject to the following conditions precedent or concurrent:

(a) the execution and delivery of this Amendment by each of the Loan Parties and the Majority Purchasers;

(b) delivery to the Purchasers of the documents and other items identified in the Document Checklist, a copy of which is attached hereto as Exhibit A, all in form and substance

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reasonably satisfactory to the Majority Purchasers;

(c)(i) the Elite Acquisition shall satisfy all of the conditions set forth in the definition of “Permitted Acquisition” contained in Annex A of the Note Purchase Agreement (other than the conditions set forth in clause (g) thereof), (ii) the Elite Acquisition shall have been consummated in accordance with all material Requirements of Law and of the Elite Acquisition Agreement (no material provision of which shall have been amended or otherwise modified or waived without the prior written consent of the Majority Purchasers), for a purchase price not to exceed (A) $4,500,000 payable solely in cash on the closing date of the Elite Acquisition, (B) $3,000,000 constituting the Elite Deferred Payment and (C) up to an aggregate amount of $8,120,000 (or such lesser amount as may be due and owing under the terms of the Elite Acquisition Agreement) constituting the Elite Earn-Out Obligation, (iii) Elite and Elite Sellers shall have fully performed all of the respective obligations to be performed by them under the Elite Acquisition Agreement, (iv) Elite management shall have made an equity investment in Holdings in the aggregate amount of $1,750,000 on terms satisfactory to the Majority Purchasers; and (v) the Purchasers shall have received evidence satisfactory to the Majority Purchasers that aggregate transaction expenses, including, without limitation, legal expenses, associated with the Elite Acquisition shall not exceed $1,500,000 in the aggregate;

(d) the payment of all fees and expenses of the Purchasers, including the fees and expenses of Goodwin Procter LLP; and

(e) receipt by the Purchasers of evidence in form and substance reasonably satisfactory to the Majority Purchasers of (i) the consent to the Elite Acquisition by the Senior Lenders, (ii) the consent to the amendments to the Note Purchase Agreement contemplated by this Amendment by the Senior Lenders, and (iii) corresponding amendments to the Senior Credit Agreement.

5. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to each Purchaser as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Amendment, the Elite Acquisition Agreement (in the case of the Company and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Amendment, the Elite Acquisition Agreement (in the case of the Company and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Amendment, the Elite Acquisition Agreement (in the case of the Company and Elite) and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such

9

Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(e) the Elite Acquisition is permitted pursuant to all material Requirements of Law and all material agreements, documents and instruments to which the Company is a party or by which any of its properties or assets are bound;

(f) the Elite Acquisition Agreement and all other documents, agreements and instruments executed in connection therewith collectively set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby;

(g) on the date hereof, each of the representations and warranties of the Loan Parties contained in the Elite Acquisition Agreement is true, correct and complete in all material respects;

(h) all material conditions precedent to the Elite Acquisition have been fulfilled or (with the prior written consent of the Majority Purchasers) waived, and the Elite Acquisition Agreement has not been amended or otherwise modified and there has been no breach of any material term thereof or condition thereto;

(i) no Default or Event of Default exists; and

(j) after giving effect to the Elite Acquisition, including the incurrence of Indebtedness in connection therewith, the Company is in compliance on a pro forma basis with the covenants set forth in Section 6.2 of the Note Purchase Agreement, recomputed for the most recent month for which financial statements have been delivered.

6. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Purchasers reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

7. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Amendment.

8. Counterparts. This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

10

9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Company and each other Loan Party and their successors and assigns and the Purchasers and their successors and assigns.

10. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by any Purchaser, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as such Purchaser may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

12. Severabilitv. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

13. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchasers, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

– Remainder of Page Intentionally Blank: Signature Page Follows –

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.

COMPANY:		HOLDINGS:
PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
PANTHER SUB:		INTEGRES:
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO
INTEGRES SUB:
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

PURCHASERS:

YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT]

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ David C. Patch
Name:	David C. Patch
Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ David C. Patch
Name:	David C. Patch
Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ David C. Patch
Name:	David C. Patch
Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ David C. Patch
Name:	David C. Patch
Title:	Director, Private Placements

[SIGNATURE PAGE TO AMENDMENT]

EXHIBIT A to Consent and Sixth Amendment

to Note Purchase Agreement

[To be attached]

EXHIBIT 4.2(b) to Consent and Sixth Amendment

to Note Purchase Agreement

[To be attached]

Schedules 2.11, 3.2, 3.5, 3.7, 3.17, 3.24, 5.1, 5.5, 5.6, 5.7 and 5.9

[To be attached]

EX-10.19

Exhibit 10.19

EXECUTION COPY

FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT

TO NOTE PURCHASE AGREEMENT

THIS FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2009, is entered into by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”“) PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”) PANTHER II, INC., an Ohio coiporation f/k/a Sokolowski, Inc. (“Panther Sub”) ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”) KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”) INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Company, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”) YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the “Purchasers” and individually each a “Purchaser”).

R E C I T A L S

A. Company and the Purchasers have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

B. Holdings owns 100% of the issued and outstanding capital stock of Company and, accordingly, Holdings receives direct and indirect financial, economic and other benefits from the transactions contemplated by the Note Purchase Agreement.

C. Each of Panther Sub, Elite. Integres and Integres Sub is a direct or indirect Wholly-Owned Subsidiary of Company and, accordingly, receives direct and indirect financial, economic and other benefits from the transactions contemplated by the Note Purchase Agreement.

D. Each of Holdings, Panther Sub, Elite, Integres and Integres Sub has guaranteed all existing and future Obligations of Company pursuant to the terms and conditions of the Guaranty.

E. The Purchasers have been made aware that certain Events of Default have occurred and are continuing pursuant to Section 7.1(c) of the Note Purchase Agreement as a result of Company’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Note Purchase Agreement for the twelve (12) month period ended March 31, 2009, and (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Note

Purchase Agreement for the twelve (12) month period ended March 31, 2009 (such Events of Default, collectively, the “Designated Events of Default”).

F. The existence of the Designated Events of Default notwithstanding, the Loan Parties have requested that the Purchasers agree, in each case, subject to the terms and conditions herein set forth, to (i) forbear, for a specified period of time, from exercising their respective rights and remedies under the Note Purchase Agreement, the other Senior Subordinated Debt Documents and other applicable law and (ii) amend the Note Purchase Agreement in certain respects.

G. The Purchasers agree to accommodate such request to forbear, subject to the terms and conditions herein contained and, in addition, the Purchasers have agreed to amend the Note Purchase Agreement in certain respects as more specifically set forth herein, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and subject to the terms and conditions hereof, the Purchasers and the Loan Parties hereby agree as follows:

Section 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. For purposes of this Agreement, the following terms shall have the respective meanings ascribed thereto below:

Forbearance Period – see Section 2 hereof.

Forbearance Termination Date shall mean the earlier to occur of (i) 12:00 p.m. (Chicago time) June 29, 2009, or such later date as the Majority Purchasers shall agree in writing, and (ii) the date on which the forbearance effectuated hereby ceases due to the occurrence of any of the events described in Section 7 hereof.

Released Person – see Section 5 hereof.

Section 2. Agreement of Purchasers to Forbear.

(a) Subject to the terms and conditions herein set forth (including, without limitation, the conditions contained in Section 6 hereof) and in reliance upon the representations, warranties, agreements, covenants and acknowledgments of the Loan Parties herein contained, the Purchasers agree that, during the period (the “Forbearance Period”) commencing on the date hereof and ending on the Forbearance Termination Date, the Purchasers shall forbear from exercising their respective rights and remedies under the Note Purchase Agreement, the other Senior Subordinated Debt Documents and under applicable law.

(b) The agreement of the Purchasers to so forbear is temporary and limited in nature and shall not be deemed to: (i) preclude or prevent any Purchaser from exercising any rights and/or remedies under the Note Purchase Agreement, the other Senior

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Subordinated Debt Documents and/or applicable law arising on account of (A) any Default or Event of Default, other than the Designated Events of Default, and/or (B) the Designated Events of Default from and after the Forbearance Termination Date; (ii) effect any amendment, modification or supplement of the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents, all of which shall remain in full force and effect in accordance with their respective terms (except as otherwise expressly provided herein); (iii) constitute a waiver of the Designated Events of Default, any Default or any other Event of Default that may have occurred, be existing or hereafter occur, or any term or provision of the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents; or (iv) establish a custom or course of dealing between or among the Loan Parties or any Purchaser.

Section 3. Agreements.

(a) Each Loan Party hereby agrees and acknowledges that, the implementation of the Forbearance Period in accordance with the terms hereof notwithstanding, (i) the Designated Events of Default constitute existing Events of Default for all purposes under the Senior Subordinated Debt Documents, including, without limitation, for determining whether or not certain actions may be taken or otherwise acquiesced to by or on behalf of Company or any other Loan Party (and each Loan Party agrees that it shall not take any actions or permit any actions to occur without the prior written consent of the Majority Purchasers to the extent prohibited under the Senior Subordinated Debt Documents during the existence of any Event of Default) except, during the Forbearance Period, for permitting the Purchasers to (A) impose the Default Rate of interest pursuant to and in accordance with Section 1.1 of the Note Purchase Agreement as a result of the Designated Events of Default, or (B) to accelerate the Obligations or exercise other remedies under the Note Purchase Agreement or any other Senior Subordinated Debt Document as a result of the Designated Events of Default, and (ii) (A) pursuant to the terms and conditions set forth in Section 5.2(e) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any dispositions of the type described in Section 5.2(e) of the Note Purchase Agreement, (B) pursuant to the terms and conditions set forth in Section 5.7(b) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from paying any of the performance bonuses to officers or employees of the type described in Section 5.7(b) of the Note Purchase Agreement, (C) pursuant to the terms and conditions set forth in Section 5.1l(b) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(b) of the Note Purchase Agreement, (D) pursuant to the terms and conditions set forth in Section 5.11(d) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(d) of the Note Purchase Agreement, and (E) pursuant to the terms and conditions set forth in Section 5.11(g) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type descnbed in Section 5.11(g) of the Note Purchase Agreement. Accordingly, any actions taken or omitted by the Loan Parties in violation of such provisions while any Event of Default

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exists will constitute additional Events of Default under the Note Purchase Agreement and the other Senior Subordinated Debt Documents.

(b) The Loan Parties agree to deliver to the Purchasers no later than Tuesday of each week commencing on the first Tuesday following the date hereof, a rolling thirteen (13) week cash flow forecast on a consolidated basis for Company and the other Loan Parties, together with a comparison of the corresponding figures for the corresponding periods of the previous week contained in the thirteen (13) week cash flow forecast for such previous week, which shall all be in form and detail reasonably satisfactory to the Majority Purchasers (the Majority Purchasers hereby acknowledge that the form and detail of the rolling thirteen (13) week cash flow forecasts previously delivered to Majority Purchasers are satisfactory) and shall be certified on behalf of Company by a Responsible Officer of Company.

Section 4. Amendments to Note Purchase Agreement. Effective as of the Effective Date, the parties hereto hereby agree that the Note Purchase Agreement shall be amended as follows:

4.1 Section 4.1. Section 4.1 of the Note Purchase Agreement is hereby amended by adding the following two provisos to the end of clause (a) thereto:

“; provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 (the “2008 Audited Financials”) shall be delivered no later than the earlier of (i) July 30, 2009 and (ii) the date that is thirty (30) days after the effective date of any amendment to this Agreement entered into after the Forbearance Effective Date; and provided, further, that Company shall use best efforts to deliver a draft of the 2008 Audited Financials to the Purchasers no later than April 30, 2009 (which draft need not be accompanied by an audit letter)”

4.2 Section 5.5. Section 5.5 of the Note Purchase Agreement is hereby amended by deleting the “.” at the end of Section (i) thereof and substituting the word “; and” therefor and by adding a new Section 5.5(j) as follows:

“(j) Indebtedness constituting Permitted Indebtedness in an amount not to exceed the amount of Guaranteed Obligations (as defined in the Limited Guaranty as in effect on the date hereof) paid in cash to the Senior Agent in accordance with the Limited Guaranty as in effect on the date hereof.”

4.3 Section 5.7. Section 5.7 of the Note Purchase Agreement is hereby amended by deleting each occurrence of the words “as in effect on the Original Closing Date” contained in clause (d) thereof and by substituting the words “as in effect on the Forbearance Effective Date” therefor, by deleting the word “and” appearing immediately prior to the second proviso ‘contained in clause (d) thereof, by adding the word “; and” immediately following such second proviso and by adding a third proviso thereto as follows:

“; provided, further, however, that no such fees and expenses (other than actual,

4

reasonable, out-of-pocket expenses) described in this clause (d) shall be paid during the Forbearance Period. Notwithstanding the foregoing, such fees and expenses shall continue to accrue during the Forbearance Period and any such accrued fees and expenses may later be paid, but only to the extent that (A) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 3.00 to 1.00, and (B) the Company shall have previously paid in cash to the Purchasers the portion of the interest accruing on the Notes at the rate of 12% per annum for the interest period from January 1, 2009 through March 31, 2009 (the “Ql Period”) and the interest period from April 1, 2009 through June 30, 2009 (the “Q2 Period”), and provided that the remainder of such interest (i.e., 4% per annum) accruing during the Ql Period and the Q2 Period shall have been capitalized and added to the outstanding principal amount of the Notes on March 31, 2009 and June 30, 2009, respectively (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing).”

4.4 Section 11.1. Annex A to the Note Purchase Agreement hereby is amended by inserting the following defined terms therein in appropriate alphabetical order:

““Forbearance Agreement” means the Forbearance Agreement and Seventh Amendment to Note Purchase Agreement dated as of the Forbearance Effective Date among Holdings, Company, Elite, Panther Sub, Integres and Integres Sub and each of their Subsidiaries (collectively, the “Loan Parties”), and the Purchasers.”

““Forbearance Effective Date” means April 6, 2009.”

““Forbearance Period” shall have the meaning given such term in the Forbearance Agreement.”

““Limited Guaranty” means that certain Limited Guaranty, dated as of the Forbearance Effective Date, by the Sponsor in favor of the Senior Agent, on behalf of the Senior Lenders.”

““Permitted Indebtedness” means unsecured Indebtedness of Holdings or the Company that shall be subordinated in right of payment to the Obligations pursuant to a written subordination agreement in form and substance acceptable to the Majority Purchasers, and which Indebtedness shall not require payment of principal or cash interest prior to payment in full of the Notes.”

““Senior Agent” means Antares Capital Corporation, as administrative agent for the Senior Lenders.”

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Section 5. Ratification of Liability and Outstanding Obligations; Acknowledgment of Rights; Release of Claims. Each Loan Party hereby ratifies and confirms its liabilities, obligations and agreements under the Note Purchase Agreement and the other Senior Subordinated Debt Documents, and acknowledges that: (i) it has no defenses, claims or set-offs to the enforcement by any Purchaser of such liabilities, obligations and agreements through and as of the date hereof; (ii) each Purchaser has fully performed all undertakings owed to the Loan Parties through and as of the date hereof; (iii) the Recitals set forth above are true and correct in all material respects and hereby are incorporated into this Agreement by this reference; and (iv) except to the limited extent of the Purchasers’ agreement to forbear contained in this Agreement, no Purchaser waives, diminishes or limits any term or condition contained in the Note Purchase Agreement or in any of the other Senior Subordinated Debt Documents. Each Loan Party hereby acknowledges, confirms and agrees that (i) as of the date of this Agreement, the outstanding principal amount of the Notes is $28,415,049.61, plus accrued and unpaid interest, fees and other costs and expenses payable under the Note Purchase Agreement and the other Senior Subordinated Debt Documents, and (ii) the payment of such amount is not subject to any defense, counterclaim, recoupment or offset of any kind. IN CONSIDERATION OF THE PURCHASERS’ AGREEMENT TO FORBEAR AND THE OTHER AGREEMENTS OF THE PURCHASERS CONTAINED IN THIS AGREEMENT, EACH LOAN PARTY, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES EACH PURCHASER AND EACH OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, PARTICIPANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH SUCH LOAN PARTY OR ANY OF ITS AFFILIATES MAY NOW HAVE OR CLAIM TO HAVE AGAINST SUCH PURCHASERS OR ANY OTHER RELEASED PERSON ON ACCOUNT OF OR IN ANY WAY RELATING TO, CONCERNING, ARISING OUT OF OR BASED UPON THE NOTE PURCHASE AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED OR OTHERWISE EVIDENCED THEREBY, AND OF EVERY NATURE AND EXTENT WHATSOEVER, IN EACH CASE TO THE EXTENT (Y) ARISING ON OR PRIOR TO THE DATE HEREOF OR (Z) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF, BUT IN ALL CASES EXCLUDING ANY SUCH DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PURCHASER, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER.

Section 6. Conditions to Effectiveness. The effectiveness of the Purchasers’ obligations and agreements under this Agreement is subject to the satisfaction of all of the following conditions in a manner, form and substance reasonably satisfactory to the Majority Purchasers:

(a) Representations and Warranties. The representations and warranties of each of the Loan Parties and their respective Affiliates set forth in this Agreement, the Note Purchase Agreement and the other Senior Subordinated Debt Documents shall be true and correct in all material respects as of the Effective Date, except (a) with regard to

6

the existence of the Designated Events of Default (or the facts and circumstances resulting therein), and (b) to the extent such representations and warranties (i) expressly related to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) are qualified by materiality, contain dollar thresholds or have Material Adverse Effect qualifiers, in which case, such representations and warranties shall be true and correct in all respects.

(b) Delivery of Agreement. This Agreement shall have been duly authorized, executed and delivered to the Purchasers by the parties hereto.

(c) Delivery of Management Agreement. The Loan Parties and the Sponsor shall have executed and delivered to the Purchasers evidence in form and substance reasonably satisfactory to the Majority Purchasers of an amendment to, or a restatement of, the Management Agreement.

(d) Delivery of Senior Credit Agreement. The Loan Parties and the Senior Lenders shall have executed and delivered to the Purchasers evidence in form and substance reasonably satisfactory to the Majority Purchasers of a corresponding forbearance under and amendments to the Senior Credit Agreement.

(e) Delivery of Subordination Agreement. The Loan Parties and the Senior Lenders shall have executed and delivered to the Purchasers the Reaffirmation of and Third Amendment to Subordination Agreement, in form and substance satisfactory to the Majority Purchasers.

(f) Delivery of Officer’s Certificates. Company shall have delivered to the Purchasers a certificate of the Secretary of each of the Loan Parties certifying (i) the names and true signatures of the officers of each of the Loan Parties authorized to sign this Agreement and the other documents to be delivered hereunder and (ii) the resolutions of the board of directors (or other governing authority) of the Loan Parties evidencing approval for this Agreement and the Note Purchase Agreement, as amended hereby.

(g) Satisfaction of the Majority Purchasers’ Counsel. All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Majority Purchasers.

(h) Delivery of Other Documents. Company shall have delivered such other instruments, documents, certificates, consents and waivers as any Purchaser may reasonably request.

The date on which all of the conditions set forth in this Section 6 have been satisfied is referred to herein as the “Effective Date.” The signature on behalf of the Loan Parties hereto shall constitute a representation, warranty and covenant by such Persons that the conditions set forth in Section 6(a) above have been satisfied or waived in writing by the Majority Purchasers as of the date hereof.

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Section 7. Automatic Termination of Forbearance Period. The Purchasers’ agreement to forbear pursuant to this Agreement shall terminate automatically, without notice or any other further act or instrument, upon the occurrence of any of the following:

(a) Any Loan Party repudiates or asserts a defense to any obligation or liability under the Note Purchase Agreement, this Agreement or any of the other Senior Subordinated Debt Documents or makes or pursues a claim against any Purchaser or any other Released Person; or

(b) Company or any other Loan Party breaches any agreement or covenant contained in Section 3 of this Agreement; or

(c) the occurrence or existence of any Event of Default (other than the Designated Events of Default), whether now existing or hereafter occurring, and the Majority Purchasers notify Company of the termination of the Forbearance Period.

Section 8. No Waiver: Subsequent Defaults.

8.1 Each Loan Party acknowledges that nothing contained herein is, or shall be construed to be, a waiver or release by any Purchaser of any right, claim or cause of action, including, without limitation, any such right, claim or cause of action arising from or related to, directly or indirectly, the Designated Events of Default, or a waiver or release of the Designated Events of Default themselves. Except as otherwise expressly set forth herein prior to the Forbearance Termination Date, the Purchasers expressly reserve all rights, remedies, claims and causes of action against Company and the other Loan Parties, including, without limitation, all such rights, remedies, claims and causes of action arising from or related to, directly or indirectly, the Designated Events of Default.

8.2 The Purchasers reserve all rights, claims and causes of action with respect to all Defaults and Events of Default, and each Loan Party acknowledges that nothing herein prohibits or prevents, or shall be construed to prohibit or prevent, the exercise or enforcement by the Purchasers of any such right, claim or cause of action at any time (except as expressly provided herein with respect to the Designated Events of Default).

8.3 Any default by any Loan Party of any of its obligations under Section 3(b) of this Agreement shall constitute an immediate Event of Default under the Note Purchase Agreement, without further action or notice by or any behalf of any Purchaser or any other Person.

Section 9. No Assurances regarding Extension of Forbearance Period or Restructuring of Note Purchase Agreement. Without limiting the generality of Section 8 above and notwithstanding anything in this Agreement to the contrary, (i) the Loan Parties will not assert, claim or contend that any prior action or course of conduct by any or all of the Purchasers constitutes an agreement, obligations or cause of declining to continue such action or course of conduct in the future and (ii) the Loan Parties hereby acknowledge and agree that the Purchasers have made no commitment as to how or whether the Designated Events of Default will be resolved, nor have they given any assurances or commitments with respect to any additional or future forbearance, waiver, restructuring or accommodation of any kind upon the occurrence of

8

the Forbearance Termination Date. Any agreement by the Purchasers to extend the Forbearance Termination Date, if any, must be set forth in writing and signed by a duly authorized signatory of the Majority Purchasers.

Section 10. Representations and Warranties. Each Loan Party represents and warrants to each Purchaser that: (i) it has the corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall constitute legal, valid and binding obligation of such Loan Party, enforceable upon such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under the Organization Documents of such Loan Party, any Requirement of Law, any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its Property is subject or any material Contractual Obligation to which such Loan Party is a party; (iv) no Default or Event of Default presently exists other than the Designated Events of Default, and (v) except as previously disclosed to the Purchasers and as set forth in that certain Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of the date hereof by and among the Loan Parties, the Senior Lenders signatory thereto and Antares Capital Corporation, as administrative agent for the Senior Lenders (the “Senior Forbearance and Amendment”), neither the Sponsor, any Loan Party nor any of their respective Affiliates has paid or has agreed to pay any fee (including any amendment fee), consideration or other amount to any lender or agent party to any Senior Loan Document in connection with the Senior Forbearance and Amendment or the forbearance and amendments contemplated thereby.

Section 11. Costs and Expenses. Each Loan Party hereby ratifies and reaffirms its fee, cost and expense reimbursement obligations under Section 11.4 of the Note Purchase Agreement.

Section 12. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 13. Further Assurances. Each Loan Party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required by any Purchaser to effectuate fully the intent of this Agreement.

Section 14. Amendment to the Note Purchase Agreement and the other Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents shall be deemed to be amended by this Agreement. Any references contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document to the “Note Purchase Agreement” shall be deemed to refer to the Note Purchase Agreement, as amended hereby. Except as amended hereby, all terms and conditions of the Note

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Purchase Agreement and the other Senior Subordinated Debt Documents remain in full force and effect. This Agreement is not a novation, nor is it to be construed as a release, waiver, extension of forbearance or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents, except as expressly stated herein. This Agreement shall constitute a Senior Subordinated Debt Document.

Section 15. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

Section 16. Captions. The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 17. Entire Agreement. Except to the extent specifically set forth herein, the Purchasers reserve and preserve all rights and remedies under the Note Purchase Agreement and the other Senior Subordinated Debt Documents. This Agreement contains the entire agreement among the Purchasers and the Loan Parties with respect to the Designated Events of Default and with respect to the Purchasers’ agreement to forbear from exercising rights and remedies on account of the Designated Events of Default.

Section 18. Drafting and Negotiation of Agreement. Each Loan Party acknowledges that (i) it has been represented by its own counsel in connection with the negotiation, preparation and execution of this Agreement and all other agreements, documents and instruments executed in connection herewith and therewith, and the transactions contemplated herein and therein, (ii) it has exercised independent judgment with respect to such negotiation, preparation and execution and transactions, (iii) it has not relied on any other party hereto or thereto (or counsel for such party) with respect to such agreements, documents and instruments and such transactions and (iv) any principal of contract construction that favors or disfavors the parties whose attorneys have drafted a contract, or provision thereof, shall not be applied to this Agreement or such other agreements, documents and instruments. No prior drafts of this Agreement, or any negotiations regarding the terms in those drafts, shall be admissible in any court to vary or interpret the terms of this Agreement, the parties hereto agreeing that this Agreement constitutes the final expression of the parties’ agreement and supersedes all prior written and oral understandings regarding the terms of this Agreement.

Section 19. Governing Law; Submission to Jurisdiction. (a) The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(b) Any legal action or proceeding with respect to this Agreement or any other Senior Subordinated Debt Document may be brought in the courts of the State of New York located in the City of New York, New York, or of the United States of America sitting in New York, New York and, by execution and delivery of this Agreement, Company and each other Loan Party executing this Agreement hereby accepts for itself and in respect of

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its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

Section 20. WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 21. Reaffirmation. Each of the Loan Parties as debtor or guarantor or in any other similar capacity in which such Loan Party otherwise acts as accommodation party, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed.

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signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

COMPANY: PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
OTHER LOAN PARTIES:
PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company

By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

PURCHASERS: YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald Jr.
Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald Jr.
Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald Jr.
Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald Jr.
Title:	Director, Private Placements

EX-10.20

Exhibit 10.20

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

AND EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2009, is entered into by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Company, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the “Purchasers” and individually each a “Purchaser”).

R E C I T A L S

A. Company and the Purchasers have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Agreement, the “Note Purchase Agreement”);

B. The Loan Parties and the Purchasers have entered into that certain Forbearance Agreement and Seventh Amendment to Note Purchase Agreement dated as of April 6, 2009 (as the same has been amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Agreement, the “Forbearance Agreement”); and

C. The Loan Parties and the Purchasers have agreed to amend the Note Purchase Agreement and the Forbearance Agreement in certain respects as more specifically set forth herein, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and subject to the terms and conditions hereof, the Agent, the Lenders and the Loan Parties hereby agree as follows:

Section 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or, if not defined in the Credit Agreement, in the Forbearance Agreement.

Section 2. Amendments to Forbearance Agreement.

(a) Section 1 of the Forbearance Agreement is hereby amended by amending and restating the definition of the term “Forbearance Termination Date” in its entirety to read as follows:

Forbearance Termination Date shall mean the earlier to occur of (i) 12:00 p.m. (Chicago time) August 31, 2009, or such later date as the Majority Purchasers shall agree in writing, and (ii) the date on which the forbearance effectuated hereby ceases due to the occurrence of any of the events described in Section 7 hereof.

(b) Recital E of the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:

E. The Purchasers have been made aware that certain Events of Default have occurred and are continuing pursuant to Section 7.1(c) of the Note Purchase Agreement as a result of Company’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Note Purchase Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009, (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Note Purchase Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009, and (C) the Interest Coverage Ratio covenant set forth in Section 6.4 of the Note Purchase Agreement for the twelve (12) month period ended June 30, 2009 (such Events of Default, collectively, the “Designated Events of Default”).

Section 3. Amendments to Note Purchase Agreement.

(a) Section 4.1 of the Note Purchase Agreement is hereby amended by amending and restating the last two provisos at the end of clause (a) thereto in their entirety to read as follows:

“; provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 (the “2008 Audited Financials”) shall be delivered no later than the earlier of (i) September 30, 2009 and (ii) the date that is thirty (30) days after the effective date of any amendment to this Agreement entered into after the Forbearance Effective Date”.

(b) Section 5.7 of the Note Purchase Agreement is hereby amended by amending and restating the second sentence of the third proviso to clause (d) thereof in its entirety to read as follows:

“Notwithstanding the foregoing, such fees and expenses shall continue to accrue during the Forbearance Period and any such accrued fees and expenses may later be paid, but only to the extent that (A) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such

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proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 3.00 to 1.00, and (B) the Company shall have previously paid in cash to the Purchasers the portion of the interest accruing on the Notes at the rate of 12% per annum for the interest period from January 1, 2009 through March 31, 2009 (the “QI Period”), the interest period from April 1, 2009 through June 30, 2009 (the “Q2 Period”), and the interest period from July1, 2009 through September 30, 2009 (the “Q3 Period”) and provided that the remainder of such interest (i.e., 4% per annum) accruing during the Q1 Period, the Q2 Period and the Q3 Period shall have been capitalized and added to the outstanding principal amount of the Notes on March 31, 2009, June 30, 2009 and September 30, 2009, respectively (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses (including any amounts which have been compounded or otherwise capitalized) be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing).”

Section 4. Agreements.

(a) Each Loan Party hereby agrees and acknowledges that, the implementation of the Forbearance Period in accordance with the terms of the Forbearance Agreement notwithstanding, (i) the Designated Events of Default constitute existing Events of Default for all purposes under the Senior Subordinated Debt Documents, including, without limitation, for determining whether or not certain actions may be taken or otherwise acquiesced to by or on behalf of Company or any other Loan Party (and each Loan Party agrees that it shall not take any actions or permit any actions to occur without the prior written consent of the Majority Purchasers to the extent prohibited under the Senior Subordinated Debt Documents during the existence of any Event of Default) except, during the Forbearance Period, for permitting the Purchasers to (A) impose the Default Rate of interest pursuant to and in accordance with Section 1.1 of the Note Purchase Agreement as a result of the Designated Events of Default, or (B) to accelerate the Obligations or exercise other remedies under the Note Purchase Agreement or any other Senior Subordinated Debt Document as a result of the Designated Events of Default, and (ii) (A) pursuant to the terms and conditions set forth in Section 5.2(e) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any dispositions of the type described in Section 5.2(e) of the Note Purchase Agreement, (B) pursuant to the terms and conditions set forth in Section 5.7(b) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from paying any of the performance bonuses to officers or employees of the type described in Section 5.7(b) of the Note Purchase Agreement, (C) pursuant to the terms and conditions set forth in Section 5.11(b) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(b) of the Note Purchase Agreement, (D) pursuant to the terms and conditions set forth in Section 5.11(d) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(d) of the Note Purchase

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Agreement, and (E) pursuant to the terms and conditions set forth in Section 5.11(g) of the Note Purchase Agreement, as a result of the Designated Events of Default, the Loan Parties are prohibited from making any Restricted Payments of the type described in Section 5.11(g) of the Note Purchase Agreement. Accordingly, any actions taken or omitted by the Loan Parties in violation of such provisions while any Event of Default exists will constitute additional Events of Default under the Note Purchase Agreement and the other Senior Subordinated Debt Documents.

(b) The Loan Parties agree to deliver to the Purchasers by no later than July 22, 2009 revised projections of Company’s and its Subsidiaries’ consolidated and consolidating financial performance for the period commencing June 1, 2009 through and including December 31, 2010 on a month by month basis.

(c) Company agrees to make itself and its senior management members available for a telephone conference with the Purchasers prior to August 10, 2009 to respond to inquiries and information requests from the Purchasers concerning the projections described in clause (b) above, a proposal for revised amendment terms and operations of Company and its Subsidiaries.

Section 5. Ratification of Liability and Outstanding Obligations; Acknowledgment of Rights; Release of Claims. Each Loan Party hereby ratifies and confirms its liabilities, obligations and agreements under the Note Purchase Agreement and the other Senior Subordinated Debt Documents, and acknowledges that: (i) it has no defenses, claims or set-offs to the enforcement by any Purchaser of such liabilities, obligations and agreements through and as of the date hereof; (ii) each Purchaser has fully performed all undertakings owed to the Loan Parties through and as of the date hereof; (iii) the Recitals set forth above are true and correct in all material respects and hereby are incorporated into this Agreement by this reference; and (iv) except to the limitedextent of the Purchasers’ agreement to forbear contained in the Forbearance Agreement, no Purchaser waives, diminishes or limits any term or condition contained in the Note Purchase Agreement or in any of the other Senior Subordinated Debt Documents. Each Loan Party hereby acknowledges, confirms and agrees that (i) as of the date of this Agreement, the outstanding principal amount of the Notes is $28,415,049.61, plus accrued and unpaid interest, fees and other costs and expenses payable under the Note Purchase Agreement and the other Senior Subordinated Debt Documents, and (ii) the payment of such amount is not subject to any defense, counterclaim, recoupment or offset of any kind. IN CONSIDERATION OF THE PURCHASERS’ AGREEMENT TO FORBEAR AND THE OTHER AGREEMENTS OF THE PURCHASERS CONTAINED IN THIS AGREEMENT, EACH LOAN PARTY, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES EACH PURCHASER AND EACH OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, PARTICIPANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH SUCH LOAN PARTY OR ANY OF ITS AFFILIATES MAY NOW HAVE OR CLAIM TO HAVE AGAINST SUCH PURCHASERS OR ANY OTHER RELEASED PERSON ON ACCOUNT OF OR IN ANY WAY RELATING TO, CONCERNING ARISING OUT OF OR BASED UPON THE NOTE PURCHASE AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS AND/OR THE TRANSACTIONS

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CONTEMPLATED OR OTHERWISE EVIDENCED THEREBY, AND OF EVERY NATURE AND EXTENT WHATSOEVER, IN EACH CASE TO THE EXTENT (Y) ARISING ON OR PRIOR TO THE DATE HEREOF OR (Z) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF, BUT IN ALL CASES EXCLUDING ANY SUCH DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PURCHASER, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER.

Section 6. Conditions to Effectiveness. The effectiveness of the Purchasers’ obligations and agreements under this Agreement is subject to the satisfaction of all of the following conditions in a manner, form and substance reasonably satisfactory to the Majority Purchasers:

(a) Delivery of Agreement. This Agreement shall have been duly authorized, executed and delivered to the Purchasers by the parties hereto.

(b) Delivery of Senior Credit Agreement. The Loan Parties and the Senior Lenders shall have executed and delivered to the Purchasers evidence in form and substance reasonably satisfactory to the Majority Purchasers of a corresponding amendment to the Senior Credit Agreement and the Senior Lenders’ forbearance under the Senior Credit Agreement.

(c) Delivery of Subordination Agreement. The Loan Parties and the Senior Lenders shall have executed and delivered to the Purchasers the Reaffirmation of and Fourth Amendment to Subordination Agreement.

(d) Satisfaction of the Majority Purchasers’ Counsel. All legal matters incident to the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Majority Purchasers.

(e) Delivery of Other Documents. Company shall have delivered such other instruments, documents, certificates, consents and waivers as any Purchaser may reasonably request.

(f) Fees. The Purchasers shall have received payment of all accrued and unpaid reasonable fees, costs and expenses due to the Purchasers, including, without limitation, the reasonable fees, charges and disbursements of Goodwin Procter LLP, in connection with the negotiation, execution and delivery of this Agreement and any related document.

The signature on behalf of the Loan Parties hereto shall constitute a representation, warranty and covenant by such Persons that the conditions set forth in this Section 6 have been satisfied or waived in writing by the Majority Purchasers as of the date hereof.

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Section 7. No Waiver; Subsequent Defaults.

(a) Each Loan Party acknowledges that nothing contained herein is, or shall be construed to be, a waiver or release by any Purchaser of any right, claim or cause of action, including, without limitation, any such right, claim or cause of action arising from or related to, directly or indirectly, the Designated Events of Default, or a waiver or release of the Designated Events of Default themselves. Except as otherwise expressly set forth herein prior to the Forbearance Termination Date, the Purchasers expressly reserve all rights, remedies, claims and causes of action against Company and the other Loan Parties, including, without limitation, all such rights, remedies, claims and causes of action arising from or related to, directly or indirectly, the Designated Events of Default.

(b) The Purchasers reserve all rights, claims and causes of action with respect to all Defaults and Events of Default, and each Loan Party acknowledges that nothing herein prohibits or prevents, or shall be construed to prohibit or prevent, the exercise or enforcement by the Purchasers of any such right, claim or cause of action at any time (except as expressly provided herein with respect to the Designated Events of Default).

(c) Any default by any Loan Party of any of its obligations under Sections 4(b) or 4(c) of this Agreement shall constitute an immediate Event of Default under the Note Purchase Agreement, without further action or notice by or any behalf of any Purchaser or any other Person.

Section 8. No Assurances regarding Extension of Forbearance Period or Restructuring of Note Purchase Agreement. Without limiting the generality of Section 7 above and notwithstanding anything in this Agreement to the contrary, (i) the Loan Parties will not assert, claim or contend that any prior action or course of conduct by any or all of the Purchasers constitutes an agreement, obligations or cause of declining to continue such action or course of conduct in the future and (ii) the Loan Parties hereby acknowledge and agree that the Purchasers have made no commitment as to how or whether the Designated Events of Default will be resolved, nor have they given any assurances or commitments with respect to any additional or future forbearance, waiver, restructuring or accommodation of any kind upon the occurrence of the Forbearance Termination Date. Any agreement by the Purchasers to extend the Forbearance Termination Date, if any, must be set forth in writing and signed by a duly authorized signatory of the Majority Purchasers.

Section 9. Representations and Warranties. Each Loan Party represents and warrants to each Purchaser that: (i) it has the corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall constitute the legal, valid and binding obligation of such Loan Party, enforceable upon such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under the Organization Documents of such Loan Party, any Requirement of Law, any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its Property is subject or any material

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Contractual Obligation to which such Loan Party is a party; (iv) no Default or Event of Default presently exists other than the Designated Events of Default, and (v) except as set forth in that certain First Amendment to Forbearance Agreement and Eighth Amendment to Credit Agreement dated as of the date hereof by and among the Loan Parties, the Senior Lenders signatory thereto and Antares Capital Corporation, as administrative agent for the Senior Lenders (the “Senior Amendment”), neither the Sponsor, any Loan Party nor any of their respective Affiliates has paid or has agreed to pay any fee (including any amendment fee), consideration or other amount to any lender or agent party to any Senior Loan Document in connection with the Senior Amendment or the forbearance and the amendments contemplated thereby.

Section 10. Costs and Expenses. Each Loan Party hereby ratifies and reaffirms its fee, cost and expense reimbursement obligations under Section 11.4 of the Note Purchase Agreement.

Section 11. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 12. Further Assurances. Each Loan Party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required by any Purchaser to effectuate fully the intent of this Agreement.

Section 13. Amendment to the Note Purchase Agreement and the other Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents shall be deemed to be amended by this Agreement. Any references contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document to the “Note Purchase Agreement” shall be deemed to refer to the Note Purchase Agreement, as amended hereby. Except as amended hereby, all terms and conditions of the Note Purchase Agreement and the other Senior Subordinated Debt Documents remain in full force and effect. This Agreement is not a novation, nor is it to be construed as a release, waiver, extension of forbearance or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents, except as expressly stated herein. This Agreement shall constitute a Senior Subordinated Debt Document.

Section 14. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

Section 15. Captions. The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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Section 16. Entire Agreement. Except to the extent specifically set forth herein, the Purchasers reserve and preserve all rights and remedies under the Note Purchase Agreement and the other Senior Subordinated Debt Documents. The Forbearance Agreement and this Agreement contain the entire agreement among the Purchasers and the Loan Parties with respect to the Designated Events of Default and with respect to the Purchasers’ agreement to forbear from exercising rights and remedies on account of the Designated Events of Default.

Section 17. Drafting and Negotiation of Agreement. Each Loan Party acknowledges that (i) it has been represented by its own counsel in connection with the negotiation, preparation and execution of this Agreement and all other agreements, documents and instruments executed in connection herewith and therewith, and the transactions contemplated herein and therein, (ii) it has exercised independent judgment with respect to such negotiation, preparation and execution and transactions, (iii) it has not relied on any other party hereto or thereto (or counsel for such party) with respect to such agreements, documents and instruments and such transactions and (iv) any principal of contract construction that favors or disfavors the parties whose attorneys have drafted a contract, or provision thereof, shall not be applied to this Agreement or such other agreements, documents and instruments. No prior drafts of this Agreement, or any negotiations regarding the terms in those drafts, shall be admissible in any court to vary or interpret the terms of this Agreement, the parties hereto agreeing that this Agreement constitutes the final expression of the parties’ agreement and supersedes all prior written and oral understandings regarding the terms of this Agreement.

Section 18. Governing Law; Submission to Jurisdiction. (a) The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(b) Any legal action or proceeding with respect to this Agreement or any other Senior Subordinated Debt Document may be brought in the courts of the State of New York located in the City of New York, New York, or of the United States of America sitting in New York, New York and, by execution and delivery of this Agreement, Company and each other Loan Party executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

Section 19. WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 20. Reaffirmation. Each of the Loan Parties as debtor or guarantor or in any other similar capacity in which such Loan Party otherwise acts as accommodation party, as the

8

case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed.

[remainder of page intentionally left blank;

signature pages follow]

9

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

COMPANY:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
OTHER LOAN PARTIES:
PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
PANTHER II, INC, an Ohio corporation f/k/a
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

PURCHASERS: YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.LC., its general partner
By:	/s/ Christopher A. Layden
Name:	Christopher A. Layden
Title:	Managing Director

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald, Jr.
Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald, Jr.
Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald, Jr.
Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald Jr.
Name:	James E. McDonald, Jr.
Title:	Director, Private Placements

EX-10.21

Exhibit 10.21

EXECUTED COPY

WAIVER AND NINTH AMENDMENT TO

NOTE PURCHASE AGREEMENT

THIS WAIVER AND NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2009, is entered into by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”), ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company (“Elite”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”; Company, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS, L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the “Purchasers” and individually each a “Purchaser”).

R E C I T A L S

A. Company and the Purchasers have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Agreement, the “Note Purchase Agreement”);

B. The Purchasers have been made aware that certain Events of Default have occurred and are continuing pursuant to Section 7.1(c) of the Note Purchase Agreement as a result of Company’s failure to comply with (A) the Senior Leverage Ratio covenant set forth in Section 6.2 of the Note Purchase Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009, (B) the Fixed Charge Coverage Ratio covenant set forth in Section 6.3 of the Note Purchase Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 and (C) the Interest Coverage Ratio covenant set forth in Section 6.4 of the Note Purchase Agreement for the twelve (12) month periods ended March 31, 2009 and June 30, 2009 (such Events of Default, collectively, the “Designated Events of Default”);

C. Company has requested that the Purchasers (a) agree to waive the Designated Events of Default and (b) agree to amend the Note Purchase Agreement in certain respects, including, without limitation, to provide for the issue and sale by Company of (i) $10,000,000 in aggregate principal amount of additional Notes on the date hereof to the Sponsor Purchasers (as defined in the Note Purchase Agreement after giving effect to this Agreement), (ii) up to $2,500,000 in aggregate principal amount of additional Notes after the date hereof to the Sponsor Purchasers pursuant to the Capital Call Agreement (as defined in the Note Purchase Agreement after giving effect to this Agreement) and (iii) $125,000 in aggregate principal amount of

additional Notes on or after the date hereof to the Bonus Note Purchaser (as defined in the Note Purchase Agreement after giving effect to this Agreement); and

D. The Purchasers are willing to make the foregoing waiver and amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and subject to the terms and conditions hereof, the Purchasers and the Loan Parties hereby agree as follows:

Section 1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

Section 2. Limited Waiver. Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section 6 hereof, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Agreement, the Purchasers hereby waive the Designated Events of Default. The foregoing is a limited waiver and the execution and delivery of this Agreement does not (a) constitute a waiver of any term or provision of the Senior Subordinated Debt Documents, except as expressly set forth above, or (b) constitute a waiver by any Purchaser of any of its other rights or remedies under the Senior Subordinated Debt Documents (all such rights and remedies being expressly reserved).

Section 3. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Agreement, the Note Purchase Agreement is hereby amended as follows:

(a) Section 1.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.1 Description of Notes. The Company will authorize the issue and sale of (a) $25,100,000 in aggregate principal amount of its 14.0% Senior Subordinated Notes due July 31, 2012 to be dated the Closing Date (the “Original Notes”), (b) $10,000,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated the Ninth Amendment Effective Date (the “Sponsor Notes”), (c) up to $2,500,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated after the Ninth Amendment Effective Date pursuant to the Capital Call Agreement and issued to the Sponsor Purchasers (the “Capital Call Notes”) and (d) $125,000 in aggregate principal amount of its 17.0% Senior Subordinated Notes due July 31, 2012 to be dated on or after the Ninth Amendment Effective Date and issued to the Bonus Note Purchaser (the “Bonus Notes” and, collectively with the Original Notes, the Sponsor Notes and the Capital Call Notes, the “Notes”). The Original Notes (in the form attached hereto as Exhibit A) shall bear interest from the Closing Date until the Ninth Amendment Effective Date at the rates in effect immediately prior to the

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Ninth Amendment Effective Date and otherwise in accordance with the terms and conditions contained therein, and the Notes shall bear interest from the Ninth Amendment Effective Date until the Maturity Date at the rate of 17.0% per annum. In each case, such interest shall be computed on the basis of a year of 360 days and twelve 30-day months and payable quarterly in arrears on March 31st, June 30th, September 30th and December 31st (each, an “Interest Payment Date”) (commencing March 31, 2006). On each Interest Payment Date occurring during the period commencing on the Ninth Amendment Effective Date and continuing through December 31, 2010, the entire amount of the interest payable on the Notes shall be paid through an increase in the principal amount of the Notes; provided, however, if during such period (a) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than or equal to 2.50 to 1.00 and (b) the Fixed Charge Coverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be higher than 1.10 to 1.00, interest payable on the Notes in the amount of twelve percent (12%) must be paid in cash and interest payable on the Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. On each Interest Payment Date occurring on or after January 1, 2011 interest payable on the Notes in the amount of twelve percent (12%) must be paid in cash and interest payable on the Notes in the amount of five percent (5%) may, at the Company’s option, be paid either (i) in cash or (ii) through an increase in the principal amount of the Notes. At any time after the Ninth Amendment Effective Date, the Company shall have the option, in its sole discretion, to pay the entire amount of the interest payable on the Notes on each Interest Payment Date, through an increase in the principal amount of the Notes, such interest to accrue at a rate of seventeen percent (17%) on the aggregate principal amount of the Notes. Any such increase in the principal amount of the Notes pursuant to this Section 1.1 shall be evidenced by an amended and restated Note to the extent requested by any Purchaser, which request shall not be more frequently than annually. Notwithstanding the foregoing, the Company shall pay interest on the Notes in cash by wire transfer of immediately available funds to an account designated in writing by the holder (i) on each Interest Payment Date following the payment in full, and termination of all commitments to lend, of the Senior Debt and on the Maturity Date, and (ii) at the option of the Company, if permitted by the Senior Loan Documents, on each Interest Payment Date prior to the Senior Debt Maturity Date. Furthermore, on any Interest Payment Date, commencing with the first Interest Payment Date following the fifth anniversary of the Closing Date, if the aggregate amount which would be includible in income of the holders of the Original Notes for periods ending on or before such Interest Payment Date (within the meaning of Section 163(i) of the Code) (the “Aggregate Accrual”) would exceed an amount equal to the sum of (x) the aggregate amount of interest to be paid (within the meaning of Section 163(i) of the Code) under the Original Notes on or before such Interest Payment Date (determined without regard to the amounts payable on such Interest Payment Date under this Section 1.1) and (y) the product of (a) the issue price (as defined in Sections 1273(b) and 1274(a) of the Code) of the Original Notes and (b) the yield to maturity (interpreted in accordance with

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Section 163(i) of the Code) of the Original Notes (such sum, the “Maximum Accrual”), then the Company shall pay to the holders of the Original Notes in cash an aggregate amount equal to the excess, if any, of the Aggregate Accrual over the Maximum Accrual; provided, that such payment is then permitted under the Senior Credit Agreement. During the continuance of an Event of Default, the Notes will, to the extent permitted by law, bear a default rate of interest (computed on the basis of 360 days and twelve 30-day months) from the date of occurrence of such Event of Default at the rate of 2.0% per annum in excess of the then prevailing interest rate on the Notes at such time, payable in cash on demand and at maturity in full in cash (the “Default Rate”). The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts set forth in Section 1 of this Agreement. The terms which are capitalized herein shall have the meanings set forth in Annex A unless the context shall otherwise require.”

(b) Section 1.7 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.7 Commitment; Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth the Company agrees to issue and sell to you, and you (severally, but not jointly) agree to purchase from the Company, the Notes in the aggregate principal amount set forth opposite your name on Schedule I hereto on the Closing Date, in the case of the Original Notes, or on or after the Ninth Amendment Effective Date, in the case of the Sponsor Notes, the Capital Call Notes or the Bonus Notes, as applicable, for an aggregate purchase price equal to the principal amount of such Notes. In addition, in connection with the sale of the Sponsor Notes and the Bonus Notes, Holdings agrees to sell to each Sponsor Purchaser and Bonus Note Purchaser, and each Sponsor Purchaser and Bonus Note Purchaser agrees to purchase from Holdings on the Ninth Amendment Effective Date the Warrants set forth opposite each Purchaser’s name on Schedule II. The Company, Holdings and the Purchasers acknowledge and agree that the Sponsor Notes and the Bonus Notes, as applicable, and the Warrants by Holdings are intended to be treated as “investment units” for U.S. federal income tax purposes, and, in connection therewith further acknowledge and agree (i) that the fair market value of each Warrant and the fair market value of each Note with respect to each Purchaser is set forth on Schedule II, and (ii) to be bound by the allocation set forth on Schedule II for all tax purposes pursuant to Treasury Regulation §1.1273-2(h).

Delivery of the Notes will be made at the offices of Ropes & Gray LLP, against payment therefor by wire transfer to the Company, in the amount of the purchase price, (a) on January 11, 2006 (the “Closing Date”), in the case of the Original Notes, (b) on the Ninth Amendment Effective Date, in the case of the Sponsor Notes and (c) on or after the Ninth Amendment Effective Date, in the case of the Capital Call Notes or the Bonus Notes, as applicable. The Notes delivered to you on the Closing Date or on or after the Ninth Amendment Effective Date, as applicable, will be delivered to you in the form of registered Notes in the form attached hereto as Exhibit A, for the full amount of your purchase (unless different denominations are specified by you), registered in your name

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or in the name of your nominee, all as you may specify at any time prior to the date fixed for delivery.”

(c) Section 1 of the Note Purchase Agreement is hereby amended by adding a new Section 1.9 to read as follows:

“Section 1.9 Application of Repayments. Notwithstanding anything to the contrary contained herein or in any other Senior Subordinated Debt Document, any repayment by the Company of any principal amount outstanding under any Note, including, without limitation, (a) any repayment on the Maturity Date, (b) any voluntary or mandatory prepayment pursuant to Sections 1.2, 1.3 or 1.4 hereof, or (c) any repayment following any acceleration of the Notes pursuant to Section 7.3 hereof, shall be applied to repay the Notes pro rata (based on the unpaid principal amounts of the Notes). In the event that any Purchaser receives any amount in respect of any Note at a time when such Purchaser is not permitted to receive such amount pursuant to the terms hereof, such Purchaser shall promptly deliver, or cause to be delivered, the same to the Purchaser or Purchasers entitled thereto pursuant to the terms hereof and, until so delivered, shall hold the same in trust as the property of the appropriate Purchaser or Purchasers and shall not commingle the same with any of its other property.”

(d) Section 4.1(a) of the Note Purchase Agreement is hereby amended by deleting the proviso at the end thereof in its entirety and substituting the following in lieu thereof:

“provided, however, that the audited financial statements described herein for the fiscal year ended December 31, 2008 shall be delivered no later than September 30, 2009; and”

(e) Section 4.2(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a) the Company agrees to deliver to the Purchasers no later than Tuesday of each week, commencing on the first Tuesday following the Ninth Amendment Effective Date and ending as of December 31, 2010, a rolling thirteen (13) week cash flow forecast on a consolidated basis for Holdings, the Company and their Subsidiaries, together with a comparison of the corresponding figures for the corresponding periods of the previous week contained in the thirteen (13) week cash flow forecast for such previous week, which shall all be in form and detail reasonably satisfactory to the Majority Purchasers (the Majority Purchasers hereby acknowledge that the form and detail of the rolling thirteen (13) week cash flow forecasts previously delivered to the Majority Purchasers are satisfactory) and shall be certified on behalf of the Company by a Responsible Officer of the Company.”

(f) Section 4.2(e) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(e) (i) together with each delivery of financial statements pursuant to

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subsection 4.1(b), a management report, in reasonable detail, signed by the chief financial officer or controller of the Borrower, describing the operations and financial condition of the Borrower and its Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) together with each delivery of financial statements pursuant to subsections 4.1(a) and (b), a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 4.2(g) and discussing the reasons for any significant variations;”

(g) Section 4.9 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 4.9 Inspection of Property and Books and Records. The Company shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company and such Subsidiaries. The Company shall permit, and shall cause each of its Subsidiaries to permit, representatives and independent contractors of the Purchasers (at the expense of the Company; provided that (a) if York Street is the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for each Purchaser and (b) if York Street is not the Majority Purchaser, the Company shall be responsible for such expenses not more than one (1) time per year for all Purchasers as a single group, in each case, unless an Event of Default has occurred and is continuing), to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; and provided, further, however, when an Event of Default exists the Original Purchasers may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.”

(h) Section 4.10 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“The Company shall use the proceeds of the issuance of the Original Notes as set forth in Section 2.5 hereof. The Company shall use the proceeds of the issuance of the Sponsor Notes in accordance with the provisions of Section 6(i) of the Ninth Amendment to the Note Purchase Agreement.”

(i) Section 5.5(a) of the Note Purchase Agreement is hereby amended by inserting the following parenthetical at the end thereof:

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“(including without limitation Indebtedness incurred pursuant to the Capital Call Notes, the Sponsor Notes and the Bonus Notes);”

(j) Section 5.5(i) of the Note Purchase Agreement is hereby amended by deleting it in its entirety and substituting the phrase “[Reserved]” in lieu thereof.

(k) Section 5.6(b) of the Note Purchase Agreement is hereby amended by inserting the following proviso at the end thereof:

“; provided, further, that in no event shall the Company or such Subsidiary perform or provide any material management, consulting, administrative or similar services to or for any Person other than the Company or a Subsidiary of the Company or a customer in the Ordinary Course of Business.”

(l) Sections 5.7(c) and 5.7(d) of the Note Purchase Agreement are hereby amended and restated in their entirety to read as follows:

“(c) payment of directors’ fees in an aggregate amount not to exceed $50,000 in any fiscal quarter of the Company commencing after the Ninth Amendment Effective Date and reimbursement of actual, reasonable, out-of-pocket expenses incurred in connection with attending board of director meetings, in each case to individuals who are not employees, consultants or independent contractors of the Company, any of its Subsidiaries, the Sponsor, or any of their respective Affiliates (including, with respect to the Sponsor, any Controlled Investment Affiliates);

(d) payment of management fees to Sponsor and its Controlled Investment Affiliates pursuant to the Management Agreement, as in effect on the Ninth Amendment Effective Date, not to exceed, in the aggregate, per annum, the greater of (i) $1,500,000 or (ii) five percent (5%) of EBITDA for the applicable calendar year, payable in equal quarterly installments as provided in the Management Agreement, as in effect on the Ninth Amendment Effective Date, together with reimbursement of actual, reasonable, out-of-pocket expenses and payment of customary investment banking fees in connection with Permitted Acquisitions and financings pursuant to the Management Agreement, as in effect on the Ninth Amendment Effective Date; provided, that no other investment banking fees (other than customary brokers’ fees) have been or will be paid by the Company or its Subsidiaries in connection with any such Permitted Acquisition or financing; provided, further, however, that (A) if payments of principal, interest or other amounts due and owing to the Purchasers hereunder are not being paid when due, (B) upon notice from the Majority Purchasers that any Event of Default under Section 7.1(c) has occurred and is continuing or would arise as a result of such payment (or automatically while any Event of Default under subsections 7.1(a), 7.1(f), 7.1(g) or 7.1(m)(iv) has occurred and is continuing or would arise as a result of such payment), or (C) during any period with respect to which the entire amount of the interest payable on the Notes is required to be paid through an increase in the principal amount of the Notes pursuant to Section 1.1 hereof,

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the fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall not be paid. Notwithstanding the foregoing, such fees and expenses shall continue to accrue during any such period and any such accrued fees and expenses may later be paid (for purposes of clarification, no sooner than on January 1, 2010), but only to the extent that (A) both before and after giving effect to any such payment, (1) the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 2.50 to 1.00 for all proposed payment dates on or prior to December 31, 2010 and 3.00 to 1.00 thereafter and (2) the Fixed Charge Coverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be higher than 1.10 to 1.00 and (B)(i) the Company shall have paid in cash to the Purchasers the portion of the interest accruing on the Notes at the rate of not less than 12% per annum for the interest period from January 1, 2009 through the date of such proposed payment; provided that the remainder of such interest (i.e., with respect to any interest period occurring prior to the Ninth Amendment Effective Date, 4% per annum and, with respect to any interest period occurring thereafter, 5% per annum) accruing during any such period shall have been capitalized and added to the outstanding principal amount of the Notes at the end of each fiscal quarter ending during such period (it being understood and agreed that, for the avoidance of doubt, in no event shall any such accrued fees and expenses (including any amounts which have been compounded or otherwise capitalized) be paid if, at the time of such proposed payment, any of the events described in the second proviso of the immediately preceding sentence shall have occurred and been continuing); and”

(m) Section 5.11(g) of the Note Purchase Agreement is hereby amended by deleting it in its entirety and substituting the phrase “[Reserved]” in lieu thereof.

(n) Section 5.11(h) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(h) pay, as and when due and payable, cash payments in amounts required to be paid pursuant to the terms of the Elite Deferred Payment and/or the Elite Earn-Out Obligation in accordance with the provisions of Sections 1.2(c) and 1.2(e) of the Elite Acquisition Agreement as in effect on the Sixth Amendment Effective Date; provided, that all of the following conditions are satisfied at the time of the making of any Elite Deferred Payment and/or Elite Earn-Out Obligation:

(A) prior to the making of such payment, the Purchasers shall have received (i) written notice from the Company of the Company’s desire to make such payment, (ii) a written calculation of such payment, together with all other deliveries made to or by the Company or any of its Subsidiaries under the Elite Acquisition Agreement in respect thereof, and

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(iii) a certificate by a Responsible Officer stating the Company and its Subsidiaries are in compliance with the terms hereof and of the Elite Acquisition Agreement in respect of the making of such payment;

(B) without limiting the foregoing, all events and conditions required for such payment under the terms of the Elite Acquisition Agreement to be due and payable shall have occurred and been satisfied (and no conditions thereof shall have been waived or modified without the prior written consent of the Majority Purchasers);

(C) no Default or Event of Default has occurred and is continuing or would arise as a result of the making of such payment;

(D) after giving effect to the making of such payment, the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Article VI of the Senior Credit Agreement (recomputed for the most recent quarter for which financial statements have been delivered in accordance with the terms of the Senior Credit Agreement after giving effect thereto as if such payment was made during the period covered thereby);

(E) after giving effect to the making of such payment, the Senior Leverage Ratio, recomputed for the most recent twelve month period ending on or prior to the date of such proposed payment for which financial statements have been delivered pursuant to subsection 4.1 hereof, shall be less than 2.50 to 1.00; and

(F) after giving effect to the making of such payment, Availability (as defined in the Senior Credit Agreement) under the Senior Credit Agreement is not less than $3,000,000.”

(o) Section 5.20 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 5.20 New Subsidiaries. If any of the Company, Holdings or their Subsidiaries shall form or acquire any domestic Subsidiary on or after the date hereof, such Person shall promptly cause any such Subsidiary to execute and deliver to the Purchasers, in form and substance reasonably satisfactory to the Majority Purchasers, (i) an absolute and unconditional guarantee of payment of any and all present and future Obligations and (ii) such other agreements, documents and instruments as the Majority Purchasers may reasonably require, including, but not limited to, supplements and amendments hereto.

(p) Section 6.2 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.2 Senior Leverage Ratio. The Company shall not permit its

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Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

Date	Maximum Senior Leverage Ratio
March 31, 2006	4.03 to 1.00
June 30, 2006	4.03 to 1.00
September 30, 2006	4.03 to 1.00
December 31, 2006	4.03 to 1.00
March 31, 2007	3.85 to 1.00
June 30, 2007	4.03 to 1.00
September 30, 2007	4.03 to 1.00
December 31, 2007	4.03 to 1.00
March 31, 2008	3.74 to 1.00
June 30, 2008	3.45 to 1.00
September 30, 2008	3.85 to 1.00
December 31, 2008	3.85 to 1.00
March 31, 2009	3.74 to 1.00
June 30, 2009	3.68 to 1.00
March 31, 2010	8.63 to 1.00
June 30, 2010	7.48 to 1.00
September 30, 2010	7.19 to 1.00
December 31, 2010	6.33 to 1.00
March 31, 2011 and the last day of each fiscal quarter thereafter	2.88 to 1.00

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(q) Section 6.3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.3 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio for the twelve month period (unless otherwise noted in the table below) ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

Date Minimum Fixed Charge
Ratio

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Date	Minimum Fixed Charge Ratio
March 31, 2006	0.96 to 1.00
June 30, 2006	0.96 to 1.00
September 30, 2006	0.96 to 1.00
December 31, 2006	0.96 to 1.00
	0.96 to 1.00
March 31, 2007	0.96 to 1.00
June 30, 2007	0.96 to 1.00
September 30, 2007	0.96 to 1.00
December 31, 2007	0.96 to 1.00
March 31, 2008	1.00 to 1.00
June 30, 2008	1.00 to 1.00
September 30, 2008	0.96 to 1.00
December 31, 2008	0.96 to 1.00
March 31, 2009	0.96 to 1.00
June 30, 2009	0.96 to 1.00
March 31, 2010 (for the seven month period commencing on September 1, 2009 through and including March 31, 2010)	0.87 to 1.00
June 30, 2010 (for the ten month period commencing on September 1, 2009 through and including June 30, 2010)	0.91 to 1.00
September 30, 2010	0.96 to 1.00
December 31, 2010	0.91 to 1.00
March 31, 2011 and the last day of each fiscal quarter thereafter	0.96 to 1.00

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(r) Section 6.4 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.4 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio for the twelve month period (unless otherwise noted in the table below) ending on any date set forth below to be less than the minimum

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ratio set forth in the table below opposite such date:

Date	Minimum Interest Coverage Ratio
March 31, 2006	1.96 to 1.00
June 30, 2006	1.96 to 1.00
September 30, 2006	2.04 to 1.00
December 31, 2006	2.09 to 1.00
March 31, 2007	2.13 to 1.00
June 30, 2007	1.96 to 1.00
September 30, 2007	1.96 to 1.00
December 31, 2007	1.96 to 1.00
March 31, 2008	1.96 to 1.00
June 30, 2008	2.04 to 1.00
September 30, 2008	1.74 to 1.00
December 31, 2008	1.74 to 1.00
March 31, 2009	1.83 to 1.00
June 30, 2009	1.83 to 1.00
March 31, 2010 (for the seven month period commencing on September 1, 2009 through and including March 31, 2010)	1.09 to 1.00
June 30, 2010 (for the ten month period commencing on September 1, 2009 through and including June 30, 2010)	1.09 to 1.00
September 30, 2010	1.09 to 1.00
December 31, 2010	1.09 to 1.00
March 31, 2011 and the last day of each fiscal quarter thereafter	2.00 to 1.00

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

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(s) The following new Section 7.4 is hereby added to the Note Purchase Agreement:

“Section 7.4 Enforcement. Notwithstanding anything to the contrary contained herein or in any other Senior Subordinated Debt Document or the Intercreditor Agreement, the authority to enforce rights and remedies hereunder and under the other Senior Subordinated Debt Documents and the Intercreditor Agreement or at law, in equity or otherwise shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Original Purchasers, or as the Majority Purchasers may require or otherwise direct, for the benefit of all the Purchasers.”

(t) The proviso to Section 8.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“provided that no such amendment or waiver shall be effective which will extend the time for payment (including any prepayment required by Section 1.2) of the principal of or the interest on any Note or change the principal amount thereof or reduce the rate of interest thereon without the written consent of each Purchaser that is directly and adversely affected thereby in a disproportionate manner. Notwithstanding anything to the contrary contained in the foregoing, the Sponsor Purchasers shall not be entitled to vote with respect to, but shall be subject to, any forbearance or similar action agreed upon or entered into by the Majority Purchasers.”

(u) Section 8.2 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 8.2 Solicitation of Holders. So long as there are any Notes outstanding, the Company and its Affiliates will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each holder of Original Notes, as the case may be (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Company and shall be afforded the opportunity of considering the same and shall be supplied by the Company with sufficient information to enable it to make an informed decision with respect thereto. The Company and its Affiliates will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of Notes as consideration for or as an inducement to entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions of this Agreement or the Notes unless such remuneration is concurrently offered, on the same terms, pro rata based on the principal amount outstanding to the holders of the then outstanding Original Notes.”

(v) Section 9.1 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Section 9.1 Accounting Principles. If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this

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Agreement or any other Senior Subordinated Debt Document, then the Company and the Purchasers agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such change in GAAP as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Majority Purchasers’ agreement to any amendment of such provisions shall be sufficient to bind all Purchasers; and, provided further, until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this Section 9.1, the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with GAAP as in effect immediately prior to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Company, or any of their respective Subsidiaries at “fair value”, as defined therein.”

(w) The fifth sentence of Section 10.2 of the Note Purchase Agreement is hereby amended by deleting the phrase “holders of the Notes” and inserting the phrase “Majority Purchasers” in lieu thereof.

(x) Section 11 of the Note Purchase Agreement is hereby amended by adding a new Section 11.17 to read as follows:

“Section 11.17 Joinder Agreement. Any Person that purchases any Notes on or after the Ninth Amendment Effective Date shall execute a joinder agreement in the form of Exhibit B attached hereto, and by such Person’s execution thereof, such Person shall become a party to this Agreement and, except as set forth herein, such Person shall have the rights and obligations of a Purchaser hereunder and under the other Senior Subordinated Debt Documents and shall be bound by the terms and provisions hereof.”

(y) The last sentence of the definition of “Affiliates” set forth in Annex A to the Note Purchase Agreement is hereby amended by inserting the word “Original” immediately prior to the word “Purchaser”.

(z) The definition of “Majority Purchasers” set forth in Annex A to the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

““Majority Purchasers” means the holders of a majority in aggregate principal amount of the Original Notes at the time outstanding.”

(aa) The definition of “Notes” set forth in Annex A to the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

““Notes” shall have the meaning assigned to it in Section 1.1.”

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(bb) The definition of “Purchasers” set forth in Annex A to the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

““Purchasers” shall mean, collectively, the Original Purchasers, the Sponsor Purchasers and the Bonus Note Purchaser.”

(cc) The definition of “Senior Subordinated Debt Documents” set forth in Annex A to the Note Purchase Agreement is hereby amended and restated in its entirety as follows:

““Senior Subordinated Debt Documents” shall mean this Agreement, the Notes, the Guaranties, the Capital Call Agreement and the other agreements, certificates, instruments and documents delivered herewith and therewith.”

(dd) Annex A to the Note Purchase Agreement is hereby amended by inserting the following defined terms therein in appropriate alphabetical order:

““Bonus Notes” shall have the meaning assigned to it in Section 1.1.”

““Bonus Note Purchaser” shall mean Andrew C. Clarke.”

““Capital Call Agreement” means the Capital Call Agreement dated as of the Ninth Amendment Effective Date among the Sponsor, the Borrower and Holdings.”

““Capital Call Notes” shall have the meaning assigned to it in Section 1.1.”

““Co-Investor Letter Agreement” means the Co-Investor Letter Agreement dated as of the Ninth Amendment Effective Date among the Sponsor and each of the co-investors party thereto.”

““Ninth Amendment” means the Waiver and Ninth Amendment to Note Purchase Agreement dated as of the Ninth Amendment Effective Date among Holdings, the Borrower, Elite, Panther Sub, Integres, Integres Sub and the Purchasers.”

““Ninth Amendment Effective Date” means August 31, 2009.”

““Original Notes” shall have the meaning assigned to it in Section 1.1.”

““Original Purchasers” means the Person designated as an Original Purchaser on Schedule I hereto and their permitted successors and assigns other than the Sponsor or the Borrower or any of their Affiliates.”

““Sponsor Notes” shall have the meaning assigned to it in Section 1.1.”

““Sponsor Purchasers” means each Person designated as a Sponsor Purchaser on Schedule I hereto.”

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““Warrants” means warrants to purchase equity securities of Holdings in the form attached hereto as Exhibit C.

(ee) Schedule I to the Note Purchase Agreement is hereby amended and restated in its entirety as set forth on Schedule I attached hereto.

(ff) The calculation of EBITDA in Exhibit B to Exhibit 4.2(b) to the Note Purchase Agreement is hereby amended by adding the following add-back and note at the end thereof:

“Plus:	Severance payments and other non-recurring restructuring costs and pro forma cost savings as are reasonably acceptable to the Majority Purchasers based upon data presented to the Majority Purchasers to their reasonable satisfaction to the extent deducted in calculating net income (or loss) for such period	$
For all purposes, EBITDA for the months ending on the dates set forth below shall be deemed increased by the following amounts:
	January 31, 2009	$	219,500
	February 28, 2009	$	193,000
	March 30, 2009	$	134,100
	April 30, 2009	$	123,365
	May 31, 2009	$	56,410
	June 30, 2009	$	31,410
	July 31, 2009	$	18,333
	August 31, 2009	$	10,000
	September 30, 2009	$	10,000”

(gg) The calculation of Senior Indebtedness set forth in Exhibit B to Exhibit 4.2(b) to the Note Purchase Agreement is hereby amended by amending and restating the first line item thereof to read as follows:

“Average of the Revolving Loan (as defined in the Senior Credit Agreement) balance as of the last day of each of the twelve months ended on date of measurement (or, with respect to any measurement date ending on or prior to August 31, 2010, the average of the Revolving Loan (as defined in the Senior Credit Agreement) balance as of the last day of each calendar month since the Ninth Amendment Effective Date) $                     ”

Section 4. Financial Covenants. During the period from the date hereof

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through December 31, 2009, the requirements of Company to comply with the financial performance covenants set forth in Section VI of the Note Purchase Agreement for the twelve month measurement periods ending on September 30, 2009 and December 31, 2009 are hereby suspended. Such covenant compliance requirements shall be automatically reinstated with full force and effect for all periods commencing with the twelve month period ending March 31, 2010 and thereafter, in accordance with the terms of the Note Purchase Agreement. Notwithstanding the foregoing, Company shall continue to compute and report the results of such financial performance covenants in its Compliance Certificate for each measurement period in 2009.

Section 5. Ratification of Liability and Outstanding Obligations; Acknowledgment of Rights; Release of Claims. Each Loan Party hereby ratifies and confirms its liabilities, obligations and agreements under the Note Purchase Agreement and the other Senior Subordinated Debt Documents, and acknowledges that: (i) it has no defenses, claims or set-offs to the enforcement by any Purchaser of such liabilities, obligations and agreements through and as of the date hereof; (ii) each Purchaser has fully performed all undertakings owed to the Loan Parties through and as of the date hereof; (iii) the Recitals set forth above are true and correct in all material respects and hereby are incorporated into this Agreement by this reference; and (iv) except as set forth in Section 2 of this Agreement, no Purchaser waives, diminishes or limits any term or condition contained in the Note Purchase Agreement or in any of the other Senior Subordinated Debt Documents. Each Loan Party hereby acknowledges, confirms and agrees that the payment of the outstanding principal amount of the Original Notes is not subject to any defense, counterclaim, recoupment or offset of any kind. IN CONSIDERATION OF THE AGREEMENTS OF THE ORIGINAL PURCHASERS CONTAINED IN THIS AGREEMENT, EACH LOAN PARTY, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES EACH ORIGINAL PURCHASER AND EACH OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, PARTICIPANTS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH SUCH LOAN PARTY OR ANY OF ITS AFFILIATES MAY NOW HAVE OR CLAIM TO HAVE AGAINST SUCH ORIGINAL PURCHASERS OR ANY OTHER RELEASED PERSON ON ACCOUNT OF OR IN ANY WAY RELATING TO, CONCERNING, ARISING OUT OF OR BASED UPON THE NOTE PURCHASE AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED OR OTHERWISE EVIDENCED THEREBY, AND OF EVERY NATURE AND EXTENT WHATSOEVER, IN EACH CASE TO THE EXTENT (Y) ARISING ON OR PRIOR TO THE DATE HEREOF OR (Z) OUT OF, OR RELATING TO, ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF, BUT IN ALL CASES EXCLUDING ANY SUCH DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH ORIGINAL PURCHASER, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER.

Section 6. Conditions to Effectiveness. The effectiveness of the Purchasers’ obligations and agreements under this Agreement is subject to the satisfaction of all of the

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following conditions in a manner, form and substance reasonably satisfactory to the Majority Purchasers:

(a) the execution and delivery of this Agreement by each of the Loan Parties and the Majority Purchasers;

(b) receipt by the Purchasers of a joinder to the Note Purchase Agreement, duly executed and delivered by the Sponsor Purchasers, in substantially the form attached hereto as Exhibit B;

(c) receipt by the Purchasers of the Capital Call Agreement and the Co-Investor Letter Agreement;

(d) receipt by the Purchasers of a copy of the Third Amended and Restated Certificate of Incorporation of Holdings certified by the Secretary of State of the State of Delaware;

(e) delivery to each Sponsor Purchaser of a duly executed Sponsor Note;

(f) delivery to the Bonus Note Purchaser of a duly executed Bonus Note;

(g) delivery to each Sponsor Purchaser and the Bonus Note Purchaser of a duly executed Warrant;

(h) delivery to the Purchasers of evidence in form and substance reasonably satisfactory to the Majority Purchasers of corresponding waivers and amendments to the Senior Credit Agreement by the Loan Parties and the Senior Lenders;

(i) delivery to the Purchasers of evidence in form and substance reasonably satisfactory to the Majority Purchasers of (i) the receipt by Antares Capital Corporation, as administrative agent for the Senior Lenders (the “Senior Agent”) on the Ninth Amendment Effective Date of an optional prepayment by Company in an amount not less than $6,500,000 (it being agreed that, notwithstanding anything set forth to the contrary in the Senior Credit Agreement or any other Senior Loan Document, such prepayment shall be applied to prepay all remaining scheduled installments of the Term Loan (as defined in the Senior Credit Agreement) in the direct order of their maturity and (ii) application by the Company of an additional $3,500,000 to pay transaction costs, repayments of the Revolving Loans (as defined in the Senior Credit Agreement) and general working capital liquidity needs of the Company and its Subsidiaries;

(j) receipt by the Purchasers of the Reaffirmation of and Fifth Amendment to Subordination Agreement duly executed and delivered by each Loan Party, each Senior Lender, the Senior Agent and the Sponsor Purchaser; and

(k) receipt by the Purchasers of payment of all accrued and unpaid reasonable fees, costs and expenses due to the Purchasers, including, without limitation, the reasonable fees, charges and disbursements of Goodwin Procter LLP, in connection with the negotiation, execution and delivery of this Agreement and any related document.

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The signature on behalf of the Loan Parties hereto shall constitute a representation, warranty and covenant by such Persons that the conditions set forth in this Section 6 have been satisfied or waived in writing by the Majority Purchasers as of the date hereof.

Section 7. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to each Purchaser that: (i) it has the corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) upon the execution and delivery hereof, this Agreement shall constitute the legal, valid and binding obligation of such Loan Party, enforceable upon such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under the Organization Documents of such Loan Party, any Requirement of Law, any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its Property is subject or any material Contractual Obligation to which such Loan Party is a party; (iv) no Default or Event of Default presently exists other than the Designated Events of Default, and (v) except as set forth in that certain Waiver and Ninth Amendment to Credit Agreement dated as of the date hereof by and among the Loan Parties, the Senior Lenders signatory thereto and the Senior Agent (the “Senior Amendment”), neither the Sponsor, any Loan Party nor any of their respective Affiliates has paid or has agreed to pay any fee (including any amendment fee), consideration or other amount to any lender or agent party to any Senior Loan Document in connection with the Senior Amendment or the forbearance and the amendments contemplated thereby.

Section 8. Representations and Warranties of the Sponsor Purchasers. Each Sponsor Purchaser, represents and warrants individually (not jointly and severally) to the Loan Parties that the representations and warranties set forth in Section 3.24 of the Note Purchase Agreement are true and correct as of the date hereof.

Section 9. Costs and Expenses. Each Loan Party hereby ratifies and reaffirms its fee, cost and expense reimbursement obligations under Section 11.4 of the Note Purchase Agreement.

Section 10. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 11. Further Assurances. Each Loan Party covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be reasonably required by any Purchaser to effectuate fully the intent of this Agreement.

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Section 12. Amendment to the Note Purchase Agreement and the other Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents shall be deemed to be amended by this Agreement. Any references contained in the Note Purchase Agreement or any other Senior Subordinated Debt Document to the “Note Purchase Agreement” shall be deemed to refer to the Note Purchase Agreement, as amended hereby. Except as amended hereby, all terms and conditions of the Note Purchase Agreement and the other Senior Subordinated Debt Documents remain in full force and effect. This Agreement is not a novation, nor is it to be construed as a release, waiver, extension of forbearance or modification of any of the terms, conditions, representations, warranties, covenants, rights or remedies set forth in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents, except as expressly stated herein. This Agreement shall constitute a Senior Subordinated Debt Document.

Section 13. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

Section 14. Captions. The captions and headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 15. Entire Agreement. Except to the extent specifically set forth herein, the Purchasers reserve and preserve all rights and remedies under the Note Purchase Agreement and the other Senior Subordinated Debt Documents. This Agreement contains the entire agreement among the Purchasers and the Loan Parties with respect to the Designated Events of Default and with respect to the Purchasers’ agreement to forbear from exercising rights and remedies on account of the Designated Events of Default.

Section 16. Drafting and Negotiation of Agreement. Each Loan Party acknowledges that (i) it has been represented by its own counsel in connection with the negotiation, preparation and execution of this Agreement and all other agreements, documents and instruments executed in connection herewith and therewith, and the transactions contemplated herein and therein, (ii) it has exercised independent judgment with respect to such negotiation, preparation and execution and transactions, (iii) it has not relied on any other party hereto or thereto (or counsel for such party) with respect to such agreements, documents and instruments and such transactions and (iv) any principal of contract construction that favors or disfavors the parties whose attorneys have drafted a contract, or provision thereof, shall not be applied to this Agreement or such other agreements, documents and instruments. No prior drafts of this Agreement, or any negotiations regarding the terms in those drafts, shall be admissible in any court to vary or interpret the terms of this Agreement, the parties hereto agreeing that this Agreement constitutes the final expression of the parties’ agreement and supersedes all prior written and oral understandings regarding the terms of this Agreement.

Section 17. Governing Law; Submission to Jurisdiction.

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(a) The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(b) Any legal action or proceeding with respect to this Agreement or any other Senior Subordinated Debt Document may be brought in the courts of the State of New York located in the City of New York, New York, or of the United States of America sitting in New York, New York and, by execution and delivery of this Agreement, Company and each other Loan Party executing this Agreement hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

Section 18. WAIVER OF JURY TRIAL. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE OTHER SENIOR SUBORDINATED DEBT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 19. Reaffirmation. Each of the Loan Parties as debtor or guarantor or in any other similar capacity in which such Loan Party otherwise acts as accommodation party, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Effective as of the Ninth Amendment Effective Date, (i) the Limited Guaranty, dated as of April 6, 2009, by and between the Sponsor and the Senior Agent, and (ii) the Co-Investor Letter Agreement, dated as of April 6, 2009, by and among David K. Sokolowski Revocable Trust U/A/D 2/16/1998, York Street Mezzanine Partners, L.P., York Street Mezzanine Partners II, L.P., CUNA Mutual Life Insurance Company, CUNA Mutual Insurance Company, CUMIS Insurance Society, Inc., Members Life Insurance Company, Antares Capital Corporation, RGIP, LLC, John Anderson and Fenway Partners Capital Fund II, L.P., each as now in effect, are hereby terminated and without further force or effect.

[remainder of page intentionally left blank;

signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

COMPANY:
PANTHER II TRANSPORTATION, INC., an Ohio corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
OTHER LOAN PARTIES:
PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
KEY TRANSPORTATION SERVICES, INC., a Texas corporation
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO
ELITE TRANSPORTATION SERVICES, LLC d/b/a Elite Logistics Worldwide, an Oregon limited liability company
By:	/s/ Roy Showman
Name:	Roy Showman
Title:	CFO

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

PURCHASERS:
YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M. Golding

	Name:	Robert M. Golding
	Title:	Managing Director
YORK STREET MEZZANINE PARTNERS II, L.P.
By:	York Street Capital Partners II, L.L.C., its general partner
By:	/s/ Robert M. Golding
	Name:	Robert M. Golding
	Title:	Managing Director

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ James E. McDonald, Jr.
	Name:	James E. McDonald, Jr.
	Title:	Director, Private Placements
CUMIS INSURANCE SOCIETY, INC.
By:	/s/ James E. McDonald, Jr.
	Name:	James E. McDonald, Jr.
	Title:	Director, Private Placements
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald, Jr.
	Name:	James E. McDonald, Jr.
	Title:	Director, Private Placements
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ James E. McDonald, Jr.
	Name:	James E. McDonald, Jr.
	Title:	Director, Private Placements

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

FENWAY PANTHER HOLDINGS, LLC
By:.	/s/ Illegible
	Name:
	Title: Manager
FAST CAT ENTERPRISES, LLC
By:
	Name:
	Title:

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

FENWAY PANTHER HOLDINGS, LLC
By:
	Name:
	Title:
FAST CAT ENTERPRISES, LLC
By:	/s/ Daniel K. Sokolowski
	Name:	Daniel K. Sokolowski
	Title:	Member

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Brian E. Sommerfeld
	Name:	Brian E. Sommerfeld
	Title:	Duly Authorized Signatory

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

By:	/s/ Andrew C. Clarke
	Name:	Andrew C. Clarke

[Signature Page to Waiver and Ninth Amendment to Note Purchase Agreement]

Schedule I

Purchasers

ORIGINAL PURCHASERS

NAME AND ADDRESS OF ORIGINAL PURCHASER	PRINCIPAL AMOUNT OF ORIGINAL NOTES TO BE PURCHASED			WIRE TRANSFER INSTRUCTIONS
York Street Mezzanine Partners, L.P.	$	17,928,571	*+	York Street Mezzanine Partners, L.P.
York Street Mezzanine Partners II, L.P.				Bank Name:	JP Morgan Chase Bank, N.A.
				Bank Address:	One Chase Manhattan Plaza, New York, NY
				Account Number:	XXXXXXXXX
				ABA Number:	XXXXXXXXX
				Account Name:	York Street Mezzanine Partners, L.P.
				Reference:	Panther Transportation
				York Street Mezzanine Partners II, L.P.
				Bank Name:	JP Morgan Chase Bank, N.A.
				Bank Address:	One Chase Manhattan Plaza, New York, NY
				Account Number:	XXXXXXXXX
				ABA Number:	XXXXXXXXX
				Account Name:	York Street Mezzanine Partners II, L.P.
				Reference:	Panther Transportation
CUMIS Insurance Society, Inc.	$	1,075,714.35	*

* Represents the actual principal amounts purchased by the Original Purchasers on the Closing Date.

+ York Street Mezzanine Partners II, L.P. purchased a portion of the Notes originally purchased by York Street Mezzanine Partners, L.P. after the Closing Date.

ORIGINAL PURCHASERS

NAME AND ADDRESS OF ORIGINAL PURCHASER	PRINCIPAL AMOUNT OF ORIGINAL NOTES TO BE PURCHASED			WIRE TRANSFER INSTRUCTIONS
CUNA Mutual Insurance Society	$	2,151,428.70	*
Members Life Insurance Company	$	717,142.90	*
CUNA Mutual Life Insurance Company	$	3,227,143.05	*

SPONSOR PURCHASERS

NAME AND ADDRESS OF SPONSOR PURCHASER	PRINCIPAL AMOUNT OF SPONSOR NOTES TO BE PURCHASED		WIRE TRANSFER INSTRUCTIONS
Fenway Panther Holdings, LLC	$	8,453,461.71	Bank Name: Account Number: ABA Number: For further credit to: Reference:	JP Morgan Private Bank XXXXXXXXX XXXXXXXXX Fenway Panther Holdings, LLC Panther August 2009 Capital Call

SPONSOR PURCHASERS

NAME AND ADDRESS OF SPONSOR PURCHASER	PRINCIPAL AMOUNT OF SPONSOR NOTES TO BE PURCHASED		WIRE TRANSFER INSTRUCTIONS
Fast Cat Enterprises, LLC	$	1,131,485.85
General Electric Capital Corporation	$	54,634.76	Bank Name:	Deutsche Bank Trust Company
			Bank Address:	New York, NY
			Account Number:	XX XXX XXX
			ABA Number:	XXX XXX XXX
			Account Name:	General Electric Capital Corporation
			Reference:	CFK2519 - Panther Transportation
York Street Mezzanine Partners, L.P.	$	248,334.14	Bank Name:	JP Morgan Chase Bank, N.A.
			Bank Address:	One Chase Manhattan Plaza
				New York, NY
			Account Number:	XXXXXXXXX
			ABA Number:	XXXXXXXXX
			Account Name:	York Street Mezzanine Partners, L.P.
			Reference:	Panther Transportation

SPONSOR PURCHASERS

NAME AND ADDRESS OF SPONSOR PURCHASER	PRINCIPAL AMOUNT OF SPONSOR NOTES TO BE PURCHASED		WIRE TRANSFER INSTRUCTIONS
York Street Mezzanine Partners II, L.P.	$	62,083.54	Bank Name:	JP Morgan Chase Bank, N.A.
			Bank Address:	One Chase Manhattan Plaza, New York, NY
			Account Number:	XXXXXXXXX
			ABA Number:	XXXXXXXXX
			Account Name:	York Street Mezzanine Partners II, L.P.
			Reference:	Panther Transportation
Andrew C. Clarke	$	50,000.00	Bank Name:	Citibank N.A.
			Bank Address:	111 Wall Street New York, NY 10005
			Account Number:	XXXXXXXXX
			ABA Number:	XXXXXXXXX
			Account Name:	Citigroup Global Markets Inc.
			For further credit to:	Smith Barney Client acct number XXXXXXXXXXXXX, and Smith Barney account name as it appears on our records: Andrew C. Clarke and Mary Colleen Clarke
			Reference:	Panther Transportation

BONUS PURCHASER

NAME AND ADDRESS OF BONUS PURCHASER	PRINCIPAL AMOUNT OF BONUS NOTES TO BE PURCHASED		WIRE TRANSFER INSTRUCTIONS
Andrew C. Clarke	$	125,000.00	Bank Name:	Citibank N.A.
			Bank Address:	111 Wall Street New York, NY 10005
			Account Number:	XXXXXXXX
			ABA Number:	XXXXXXXXX
			Account Name:	Citigroup Global Markets Inc.
			For further credit to:	Smith Barney Client acct number XXXXXXXXXXXXX, and Smith Barney account name as it appears on our records: Andrew C. Clarke and Mary Colleen Clarke
			Reference:	Panther Transportation

Schedule II

Allocation of Purchase Price

PURCHASER	PRINCIPAL AMOUNT OF SPONSOR NOTES TO BE PURCHASED		PURCHASE PRICE OF SPONSOR NOTES TO BE PURCHASED		PURCHASE PRICE OF WARRANTS TO BE PURCHASED		NUMBER OF WARRANT SHARES TO BE PURCHASED
Fenway Panther Holdings, LLC	$	8,453,461.71	$	8,411,491.71	$	41,970.00	419,700
Fast Cat Enterprises, LLC	$	1,131,485.85	$	1,125,868.25	$	5,617.60	56,176
General Electric Capital Corporation	$	54,634.76	$	54,363.46	$	271.30	2,713
York Street Mezzanine Partners, L.P.	$	248,334.14	$	247,101.14	$	1,233.00	12,330
York Street Mezzanine Partners II, L.P.	$	62,083.54	$	61,775.34	$	308.20	3,082
Andrew C. Clarke	$	50,000.00	$	49,751.80	$	248.20	2,482
PURCHASER	PRINCIPAL AMOUNT OF BONUS NOTES TO BE PURCHASED		PURCHASE PRICE OF BONUS NOTES TO BE PURCHASED		PURCHASE PRICE OF WARRANTS TO BE PURCHASED		NUMBER OF WARRANT SHARES TO BE PURCHASED
Andrew C. Clarke	$	125,000.00	$	124,379.40	$	620.60	6,206

Exhibit A

Form of Note

(Attached)

FORM OF SENIOR SUBORDINATED NOTE

THE OFFER AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS NOTE MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS NOTE IS SUBJECT TO THE TERMS OF THE NOTE PURCHASE AGREEMENT, DATED AS OF JANUARY 11, 2006 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “AGREEMENT”), AMONG PANTHER II TRANSPORTATION, INC., PANTHER EXPEDITED SERVICES, INC., PANTHER II, INC., ELITE TRANSPORTATION SERVICES, LLC D/B/A ELITE LOGISTICS WORLDWIDE, KEY TRANSPORTATION SERVICES, INC., INTEGRES GLOBAL LOGISTICS, INC., YORK STREET MEZZANINE PARTNERS, L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. AND THE OTHER PURCHASERS FROM TIME TO TIME PARTY TO THE AGREEMENT. A COPY OF THE AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY PANTHER II TRANSPORTATION, INC. TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JANUARY 11, 2006 AMONG, PANTHER II TRANSPORTATION, INC., PTHR HOLDINGS, INC., PANTHER II, INC. F/K/A SOKOLOWSKI, INC., THE OTHER OBLIGORS (AS DEFINED IN THE SUBORDINATION AGREEMENT) PARTY THERETO, YORK STREET MEZZANINE PARTNERS, L.P., CUMIS INSURANCE SOCIETY, INC., THE OTHER SUBORDINATED CREDITORS (AS DEFINED IN THE SUBORDINATION AGREEMENT) FROM TIME TO TIME PARTY TO THE SUBORDINATION AGREEMENT, ANTARES CAPITAL CORPORATION, AS AGENT, TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

THIS NOTE HAS “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. PLEASE CONTACT ROY SHOWMAN AT PANTHER II TRANSPORTATION, INC., 4940 PANTHER PARKWAY, SEVILLE, OH 44273, 800-685-0657, EXT. 3091 TO OBTAIN INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF

ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY.”

PANTHER II TRANSPORTATION, INC.

17.0% SENIOR SUBORDINATED NOTE DUE JULY 31, 2012

$[                    ] August [    ], 2009

FOR VALUE RECEIVED, the undersigned, PANTHER II TRANSPORTATION, INC., a Ohio corporation (the “Company”), promises to pay to the order of [                    ], or registered assigns, the principal sum of [                     ] DOLLARS ($[                    ]) on the Maturity Date, with interest(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid balance thereof payable as set forth in Section 1.1 of the Agreement.

This Note is issued by the Company on the date hereof pursuant to the Agreement. Capitalized terms used herein without definition are used herein with the meanings ascribed to such terms in the Agreement.

During the continuance of an Event of Default, the Notes will bear a default rate of interest (computed on the basis of 360 days and twelve 30-day months) from the date of occurrence of such Event of Default at the rate set forth in Section 1.1 of the Agreement, and such interest shall accrue and be payable in cash on demand and in full in cash on the Maturity Date.

In the event that any interest rate(s) provided for in the Notes shall be determined to be unlawful, such interest rate(s) shall be computed at the highest rate permitted by applicable law. Any payment by the Company of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal amount of this Note without prepayment premium or penalty; if no such principal amount is outstanding, such excess shall be returned to the Company.

Payments of principal of, and interest on this Note are to be made in lawful money of the United States of America as provided in the Agreement.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The Company will make required prepayments of principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Agreement.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Agreement.

This Note shall be governed by and construed in accordance with the internal laws of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the date first set forth above.

PANTHER II TRANSPORTATION, INC.
By:
	Name:
	Title:

Senior Subordinated Note

Exhibit B

Form of Joinder

(Attached)

FORM OF JOINDER AGREEMENT

August [    ], 2009

Reference is hereby made to that certain Note Purchase Agreement, dated as of January 11, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among Panther II Transportation, Inc. (the “Company”), Panther Expedited Services, Inc. f/k/a PTHR Holdings, Inc. (“Holdings”), Panther II, Inc. f/k/a Sokolowski, Inc. (“Panther Sub”), Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide (“Elite”), Key Transportation Services, Inc. (“Integres Sub”), Integres Global Logistics, Inc. (“Integres”; Company, Holdings, Panther Sub, Elite, Integres Sub and Integres are collectively referred to herein as the “Loan Parties”), York Street Mezzanine Partners, L.P., York Street Mezzanine Partners II, L.P., CUNA Mutual Life Insurance Company, Members Life Insurance Company, CUNA Mutual Insurance Society, CUMIS Insurance Society, Inc. and the other purchasers from time to time party to the Note Purchase Agreement (collectively, the “Purchasers” and individually each a “Purchaser”). Capitalized terms not otherwise defined herein have the meanings assigned thereto in the Note Purchase Agreement.

WITNESSETH:

WHEREAS pursuant to that certain Waiver and Ninth Amendment to Note Purchase Agreement dated as of August     , 2009 (the “Ninth Amendment”), by and among the Loan Parties and the Purchasers party thereto, the Company has agreed to issue and sell $10,125,000 in aggregate principal amount of additional Notes (the “New Notes”) on the Ninth Amendment Effective Date to certain purchasers (collectively, the “New Purchasers” and individually each an “New Purchaser”), and Holdings has agreed to issue and sell warrants (the “Warrants”) entitling each New Purchaser to purchase shares of the Common Stock of Holdings, par value $0.01 per share (“Common Stock”) at an exercise price of $0.01 per share, with the share amounts underlying such Warrants listed next to the name of such New Purchaser on Schedule I hereto, along with the purchase price to be paid by each such New Purchaser for the Warrants; and

WHEREAS, [        (“                    ”)] is required to enter into this Joinder Agreement to become party to the Note Purchase Agreement as a Purchaser with respect to the New Notes as well as a New Purchaser in connection with the purchase of the Warrants.

NOW, THEREFORE, the parties hereby agree as follows:

1. Joinder to the Note Purchase Agreement.

(a) The Loan Parties are hereby deemed to make to each of the New Purchasers all of the representations and warranties made to the Purchasers set forth in Section 7 of the Ninth Amendment.

(b) [            ], by its signature below, hereby agrees to become a Purchaser with respect to the New Notes under the Note Purchase Agreement with the same force and effect as if [                    ] had originally executed and delivered the Note Purchase Agreement as a Purchaser on and as of the Closing Date.

(c) [            ] hereby (i) is deemed to make, and is, in all respects, bound by all of the representations and warranties made by the other Purchasers set forth in Section 3.24 of the Note Purchase Agreement; (ii) is bound by all the terms and provisions of the Note Purchase Agreement; and (iii) represents and warrants that the representations and warranties made by it as a Purchaser under the Note Purchase Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof. Each reference to a Purchaser in the Note Purchase Agreement shall be deemed to include [    ].

(d) From and after the Ninth Amendment Effective Date, [            ] shall be a party to the Note Purchase Agreement and, except as set forth herein, have the rights and obligations of a Purchaser thereunder and under the other Senior Subordinated Debt Documents and shall be bound by the provisions thereof.

(e) [            ] hereby represents and warrants to the other Purchasers that: (i) the execution, delivery and performance of this Joinder Agreement and the transactions contemplated hereunder and thereunder are all within its corporate powers, have been duly authorized, are not in contravention of law or the terms of its [certificate of formation/incorporation], [operating agreement/by-laws], or other organizational documentation, or any agreement or undertaking to which it is a party; and (ii) this Joinder Agreement constitute legal, valid and binding obligations of [            ] enforceable in accordance with their terms.

2. Issuance of the Warrants. On the terms and subject to the conditions hereof, Holdings hereby agrees to sell to each New Purchaser, and by its acceptance hereof such New Purchaser agrees to purchase from Holdings for investment, on a several basis, free and clear of any lien, security interest or other charge or encumbrance of any kind (collectively, “Liens”) or pre-emptive right, a Warrant to purchase the number of shares of Common Stock set forth opposite the name of such New Purchaser on Schedule I hereto, each for the applicable purchase price set forth opposite the name of such New Purchaser on Schedule 1 hereto. Against payment to Holdings by certified check or wire transfer of immediately available federal funds, Holdings will deliver to the New Purchasers certificates for the Warrants contemplated by this Agreement, in the form attached hereto as Exhibit A, each registered in the respective names of the New Purchasers. The Warrants and the shares of Common Stock received upon the exercise of the Warrants shall be subject to the Stockholders Agreement, and the issuance of the Warrant are conditioned upon the execution and delivery by the New Purchaser of a joinder to the Stockholders Agreement to the extent the New Purchaser is not otherwise party to the Stockholder Agreement as an [Investor /

Other Investor] (as such term is defined in the Stockholders Agreement). The Warrants and the shares of Common Stock received upon the exercise of the Warrants shall be subject to the rights, restrictions and obligations applicable to “[Other] Investor Shares” (as defined in the Stockholders Agreement) as provided in the Stockholders Agreement (as amended and in effect from time to time).

3. Representations and Warranties of Holdings related to the Warrants.

(a) Holdings, as the issuer of the Warrants, hereby is deemed to make to the New Purchasers the representations and warranties set forth in Section 3.1, 3.2(a), 3.3, 3.4 and 3.5 of the Note Purchase Agreement mutatis mutandis in respect of the issuance of the Warrants.

(b) Holdings represents and warrants that the entire authorized capital stock of Holdings consists of 5,000,000 shares of Common Stock and 100,000 shares of Cumulative Preferred Stock, par value $0.01 per share. All issued and outstanding capital stock of Holdings is duly authorized and validly issued, fully paid, non-assessable and free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Except as set forth in the Stockholders Agreement and except for the 537,570.59 shares of Common Stock reserved for issuance under Holding’s 2005 Stock Option Plan, 442,347.44 of which are currently outstanding, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any shares of capital stock or other securities of Holdings.

(c) Holdings represents and warrants that the Warrants, when issued and upon payment of the purchase price therefor, will be duly authorized, validly issued fully paid and non-assessable, and free and clear of any Lien or pre-emptive right, and covenants that all shares of Common Stock which may be issued upon exercise of the Warrants shall, upon issue, be fully paid, nonassessable, and free and clear of any Lien or pre-emptive right with respect to the issue thereof.

(d) Holdings represents and warrants that 502,689 shares of Common Stock have been reserved for issuance upon exercise of the Warrants.

4. Representations and Warranties of the New Purchasers related to the Warrants.

(a) The New Purchasers hereby are deemed to make to Holdings, severally and not jointly, the representations and warranties set forth in Section 3.24 of the Note Purchase Agreement mutatis mutandis solely in respect of the Warrants, except that for the purposes of Section 3.24(a), the term “institutional accredited investor” is replaced with “accredited investor.”

5. Acknowledgment. In connection with [                    ]’s purchase of the New Notes and the Warrants, [        ] hereby acknowledges having received and reviewed a copy of the Note Purchase Agreement and the Stockholders Agreement.

6. Counterparts. This Joinder Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Joinder Agreement by facsimile transmission or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

7. No Waiver. Except as expressly supplemented hereby, the Note Purchase Agreement shall remain in full force and effect.

8. Notices. All notices, requests and demands to or upon [                    ] shall be governed by the provisions of Section 11.6 of the Note Purchase Agreement and, if to [                    ], made to the address listed on the signature page attached hereto.

9. Governing Law. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its duly authorized officer on the date first written above.

[                                         ]
By:
	Name:
	Title:
Address for Notices:
[                                  ]
[                                  ]
[                                  ]
Attention: [                ]
Tel: [                          ]
Fax: [                         ]

[Signature Page to Joinder Agreement]

ACKNOWLEDGED AND AGREED TO BY:
PANTHER II TRANSPORTATION, INC.
By:
	Name:
	Title:
PANTHER EXPEDITED SERVICES, INC.
By:
Name:
Title:
PANTHER II, INC.
By:
Name:
Title:
ELITE TRANSPORTATION SERVICES, LLC
By:
Name:
Title:
KEY TRANSPORTATION SERVICES, INC.
By:
Name:
Title:

[Signature Page to Joinder Agreement]

INTEGRES GLOBAL LOGISTICS, INC.

By:

Name:

Title:

[Signature Page to Joinder Agreement]

Schedule I

	Warrants to Purchase Shares of Common Stock of the Holding Corporation
Name of New Purchaser	Number of Shares of Common Stock Received Upon a Valid Exercise of the Warrant	Purchase Price for Warrant
Fenway Panther Holdings, LLC	419,700	$	41,970.00
Fast Cat Enterprises, LLC	56,176	$	5,617.60
Andrew C. Clarke	8,688	$	868.80
General Electric Capital Corporation	2,713	$	271.30
York Street Mezzanine Partners L.P.	12,330	$	1,233.00
York Street Mezzanine Partners II, L.P.	3,082	$	308.20

Exhibit A

[Form of Warrant]

(attached)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK

OF

PANTHER EXPEDITED SERVICES, INC.

Warrant No. [—] Issued on: August [—], 2009

This certifies that in return for good and valuable consideration, receipt of which is hereby acknowledged, [—] is entitled, subject to the terms and conditions of this Warrant (including, without limitation, the restrictions on exercise in Sections 2.1 and 2.4), to purchase from Panther Expedited Services, Inc., a Delaware corporation (the “Company”) at any time prior to 5:00 p.m. eastern time on August [—], 2019 (the “Expiration Date”) up to the Warrant Share Number of shares of Warrant Stock at a price per share equal to the Per Share Exercise Price, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Per Share Exercise Price for each share of Warrant Stock so purchased pursuant to Section 2.2 hereof. The Per Share Exercise Price and the number and character of shares of Warrant Stock purchasable under this Warrant are subject to adjustment as provided herein.

This Warrant is (i) issued in connection with the execution and delivery of the Joinder Agreement (the “Joinder Agreement”) to the Note Purchase Agreement entered into by the Holder on August [—], 2009 and is subject to the provisions thereof and (ii) subject to the terms and conditions of the Stockholders Agreement.

1. DEFINITIONS. The following definitions shall apply for purposes of this Warrant:

1.1 “Company” means the “Company” as defined above and includes any entity which shall succeed to or assume the obligations of the Company under this Warrant.

1.2 “Holder” means any person who shall at the time be the registered holder of this Warrant.

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1.3 “Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of January 11, 2006, as amended, restated, supplemented or otherwise modified from time to time, by and among Panther II Transportation, Inc., the Company, Panther II, Inc. f/k/a Sokolowski, Inc., Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, Key Transportation Services, Inc., Integres Global Logistics, Inc., York Street Mezzanine Partners, L.P., York Street Mezzanine Partners II, L.P., CUNA Mutual Life Insurance Company, Members Life Insurance Company, CUNA Mutual Insurance Society, CUMIS Insurance Society, Inc. and the other purchasers from time to time party thereto.

1.4 “Per Share Exercise Price” means $0.01 per share of Warrant Stock, as adjusted pursuant to Section 4.

1.5 “Stockholders Agreement” shall mean the Amended & Restated Stockholders Agreement by and among the Company and the stockholders party thereto, amended and restated as of January 11, 2006, as amended from time to time and in effect.

1.6 “Warrant” means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

1.7 “Warrant Share Number” means the aggregate number of shares of Warrant Stock issuable upon the exercise of this Warrant, which initially shall be [—], subject to adjustment pursuant to Section 4.

1.8 “Warrant Stock” means the common stock, par value $0.01 per share, of the Company. The number and type of shares of Warrant Stock are subject to adjustment as provided herein and the term “Warrant Stock” shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant in accordance with its terms.

2. EXERCISE.

2.1 Method of Exercise. Subject to the terms and conditions of this Warrant, the Holder may exercise this Warrant in whole or in part, at any time or from time to time, on any business day before the Expiration Date for up to the Warrant Share Number of shares of Warrant Stock.

2.2 Form of Payment. Payment of the aggregate purchase price for the applicable number of shares of Warrant Stock to be purchased may be made, at the election of the Holder, as follows:

(a) Cash Exercise. The Holder may deliver to the Company payment in an amount equal to the product of (i) number of shares of Warrant Stock to be purchased by the Holder and (ii) the Per Share Exercise Price. Such payment may be made by (x) a check payable to the order of the Company, (y) wire transfer of immediately available funds to an account designated by the Company, or (z) any combination of the foregoing.

2

(b) Net Exercise. The Holder may exercise the Warrant for up to the Warrant Share Number, in which event the Company shall issue to the Holder the number of shares of Warrant Stock computed using the following formula:

X =	Y * (A - B)
	A

where:

X = the number of shares of Warrant Stock to be issued to the Holder;

Y = the number of shares of Warrant Stock for which this Warrant is being exercised (at the date of issuance);

A = the fair market value of one share of Warrant Stock (as determined by the Board of Directors of the Company in good faith as of the date on which the Holder delivers the duly executed subscription form; and

B = the Per Share Purchase Price (as adjusted to the date of issuance).

2.3 Partial Exercise. Upon a partial exercise of this Warrant: (a) the Warrant Share Number immediately prior to such exercise shall be reduced by the aggregate number of shares of Warrant Stock obtained by such partial exercise and (b) this Warrant shall be surrendered by the Holder and replaced with a new Warrant of like tenor in which the Warrant Share Number is so reduced.

2.4 Restrictions on Exercise. As a condition to the exercise of this Warrant, the Holder shall (a) execute the subscription form attached hereto as Exhibit 1, confirming and acknowledging that the representations and warranties of the Holder set forth in the Joinder Agreement are true and correct as of the date of exercise and (b) comply with Section 6 hereof.

2.5 Loss or Destruction of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

3. ISSUANCE OF STOCK. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person or entity entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or entity entitled to receive the same a certificate for the number of shares of Warrant Stock issuable upon such exercise.

4. ADJUSTMENT PROVISIONS. The number and type of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Per Share

3

Exercise Price therefor, are subject to adjustment upon the occurrence of the following events between the date this Warrant is issued and the date it is exercised (provided, that the Per Share Exercise Price shall in no event be less than the par value of a share of Warrant Stock):

4.1 Adjustment for Stock Splits and Stock Dividends. The Per Share Exercise Price of this Warrant and the number of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall each be proportionally adjusted to reflect any stock dividend, stock split or reverse stock split, or other similar event affecting the number of outstanding shares of Warrant Stock (or such other stock or securities).

4.2 Adjustment for Other Dividends and Distributions. In the event that the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the Warrant Stock that is payable in (a) securities of the Company (other than issuances with respect to which adjustment is made under Sections 4.1 or 4.3) or (b) assets (other than cash dividends paid or payable solely out of retained earnings), then, and in each such case, the Holder, upon exercise of this Warrant at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Warrant Stock issuable upon such exercise prior to such date, the securities or such other assets of the Company to which the Holder would have been entitled upon such date if the Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

4.3 Adjustment for Reorganization, Consolidation, Merger. In the event of any recapitalization or reorganization of the Company after the date of this Warrant, or in case, after such date, the Company shall consolidate with or merge into another entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation or merger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation or merger if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing entity in such reorganization, consolidation or merger (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation or merger. For the avoidance of doubt, nothing in this Section 4.3 shall entitle the Holder to any securities (or rights to receive any securities) unless the holders of outstanding Warrant Stock are also entitled to receive such securities.

4.4 Notice of Adjustments. The Company shall promptly give written notice of each adjustment or readjustment of the Per Share Exercise Price, the Warrant Share Number or the number or type of other securities issuable upon exercise of this Warrant. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

4

4.5 No Change Necessary. The form of this Warrant need not be changed because of any adjustment in the Per Share Exercise Price or in the Warrant Stock issuable upon its exercise or the number or type of other securities issuable upon the exercise of this Warrant.

4.6 Reservation of Stock. If at any time the number of shares of authorized Warrant Stock or other securities issuable upon exercise of this Warrant shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Warrant Stock or other securities issuable upon exercise of this Warrant as shall be sufficient for such purpose.

5. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Warrant does not by itself entitle the Holder to any voting rights or other rights or liabilities as a stockholder of the Company. In the absence of affirmative action by the Holder to purchase Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Notwithstanding the foregoing, subject to the provisions of the Third Amended and Restated Certificate of Incorporation of the Company (as the same may be amended or restated from time to time), the Company may, at its sole option, elect to pay per share cash dividends on all outstanding Warrant Stock, in which case the Company shall pay to the Holder all cash dividends paid to holders of outstanding Warrant Stock prior to the exercise of this Warrant on the same terms and conditions as such dividends are paid to the other holders of outstanding Warrant Stock.

6. COVENANT TO JOIN STOCKHOLDER AGREEMENT. This Warrant and the Warrant Stock received upon the exercise of this Warrant shall be subject to the Stockholders Agreement, and the issuance of this Warrant is conditioned upon the execution and delivery by the Holder of a joinder to the Stockholders Agreement to the extent the Holder is not otherwise party to the Stockholder Agreement as an [Investor / Other Investor] (as such term is defined in the Stockholders Agreement). This Warrant and the Warrant Stock received upon exercise of this Warrant shall be subject to the rights, restrictions and obligations applicable to “[Other] Investor Shares” (as defined in the Stockholders Agreement) as provided in the Stockholders Agreement (as amended and in effect from time to time).

7. NO IMPAIRMENT. The Company will not, by amendment of its certificate of incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder against wrongful impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of Warrant Stock upon the exercise of this Warrant.

8. TRANSFER. Other than (i) to Permitted Transferees (as such term is defined in the Stockholders Agreement) who agree to be bound by this Warrant and the Stockholders Agreement to the same extent as the transferor, or (ii) any Transfers (as such term is defined in the Stockholders Agreement) to the extent permitted or required pursuant to the terms of

5

Sections Error! Reference source not found. and Error! Reference source not found. of the Stockholders Agreement, neither this Warrant nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent.

9. GOVERNING LAW. This Agreement, the rights of the parties and all actions, claims or suits arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

10. HEADINGS. The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

11. NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by electronic mail or facsimile if sent during normal business hours of the recipient, or if not sent during normal business hours, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth in the Joinder Agreement.

12. AMENDMENT; WAIVER. This Warrant may be amended and provisions may be waived only by the mutual written consent of the Holder and the Company.

13. SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

14. TERMS BINDING. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant and the Joinder Agreement. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant.

15. JOINDER AGREEMENT. This Warrant incorporates by reference all the terms of the Joinder Agreement.

[SIGNATURE PAGE FOLLOWS]

6

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date first above written.

THE COMPANY:

PANTHER EXPEDITED SERVICES, INC.

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

AGREED AND ACKNOWLEDGED AS OF THE DATE FIRST SET FORTH ABOVE:

THE HOLDER:

[—]

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

EXHIBIT 1

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To: Panther Expedited Services, Inc.

(1) The undersigned Holder hereby elects to purchase              shares of Common Stock of Panther Expedited Services, Inc. (the “Warrant Stock”), pursuant to the terms of the attached Warrant, it being understood and agreed that if the “net exercise” provision of Section 2.2(b) of the Warrant is elected by completing item 2(b) below, the actual number of shares of Common Stock issued to the undersigned will be calculated pursuant to Section 2.2(b) of the Warrant.

(2) The undersigned (a) tenders herewith payment of the purchase price for such shares in full or (b) surrenders              shares of Warrant Stock (on the condition that a new Warrant for the balance of any remaining shares of Warrant Stock for which the attached Warrant is exercisable).

(3) In exercising the Warrant, the undersigned Holder hereby confirms and acknowledges that the representations and warranties set forth in Section 4 of the Joinder Agreement (as defined in the Warrant) as they apply to the undersigned Holder continue to be true and correct as of this date.

(4) Please issue a certificate or certificates representing such shares of Warrant Stock in the name specified below:

(Name)

(Address)

(City, State, Zip Code)

(Federal Tax Identification Number)

(Date)

Exhibit C

Form of Warrant

(Attached)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK

OF

PANTHER EXPEDITED SERVICES, INC.

Warrant No. [—] Issued on: August [—], 2009

This certifies that in return for good and valuable consideration, receipt of which is hereby acknowledged, [—] is entitled, subject to the terms and conditions of this Warrant (including, without limitation, the restrictions on exercise in Sections 2.1 and 2.4), to purchase from Panther Expedited Services, Inc., a Delaware corporation (the “Company”) at any time prior to 5:00 p.m. eastern time on August [—], 2019 (the “Expiration Date”) up to the Warrant Share Number of shares of Warrant Stock at a price per share equal to the Per Share Exercise Price, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Per Share Exercise Price for each share of Warrant Stock so purchased pursuant to Section 2.2 hereof. The Per Share Exercise Price and the number and character of shares of Warrant Stock purchasable under this Warrant are subject to adjustment as provided herein.

This Warrant is (i) issued in connection with the execution and delivery of the Joinder Agreement (the “Joinder Agreement”) to the Note Purchase Agreement entered into by the Holder on August [—], 2009 and is subject to the provisions thereof and (ii) subject to the terms and conditions of the Stockholders Agreement.

1. DEFINITIONS. The following definitions shall apply for purposes of this Warrant:

1.1 “Company” means the “Company” as defined above and includes any entity which shall succeed to or assume the obligations of the Company under this Warrant.

1.2 “Holder” means any person who shall at the time be the registered holder of this Warrant.

1

1.3 “Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of January 11, 2006, as amended, restated, supplemented or otherwise modified from time to time, by and among Panther II Transportation, Inc., the Company, Panther II, Inc. f/k/a Sokolowski, Inc., Elite Transportation Services, LLC d/b/a Elite Logistics Worldwide, Key Transportation Services, Inc., Integres Global Logistics, Inc., York Street Mezzanine Partners, L.P., York Street Mezzanine Partners II, L.P., CUNA Mutual Life Insurance Company, Members Life Insurance Company, CUNA Mutual Insurance Society, CUMIS Insurance Society, Inc. and the other purchasers from time to time party thereto.

1.4 “Per Share Exercise Price” means $0.01 per share of Warrant Stock, as adjusted pursuant to Section 4.

1.5 “Stockholders Agreement” shall mean the Amended & Restated Stockholders Agreement by and among the Company and the stockholders party thereto, amended and restated as of January 11, 2006, as amended from time to time and in effect.

1.6 “Warrant” means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

1.7 “Warrant Share Number” means the aggregate number of shares of Warrant Stock issuable upon the exercise of this Warrant, which initially shall be [—], subject to adjustment pursuant to Section 4.

1.8 “Warrant Stock” means the common stock, par value $0.01 per share, of the Company. The number and type of shares of Warrant Stock are subject to adjustment as provided herein and the term “Warrant Stock” shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant in accordance with its terms.

2. EXERCISE.

2.1 Method of Exercise. Subject to the terms and conditions of this Warrant, the Holder may exercise this Warrant in whole or in part, at any time or from time to time, on any business day before the Expiration Date for up to the Warrant Share Number of shares of Warrant Stock.

2.2 Form of Payment. Payment of the aggregate purchase price for the applicable number of shares of Warrant Stock to be purchased may be made, at the election of the Holder, as follows:

(a) Cash Exercise. The Holder may deliver to the Company payment in an amount equal to the product of (i) number of shares of Warrant Stock to be purchased by the Holder and (ii) the Per Share Exercise Price. Such payment may be made by (x) a check payable to the order of the Company, (y) wire transfer of immediately available funds to an account designated by the Company, or (z) any combination of the foregoing.

2

(b) Net Exercise. The Holder may exercise the Warrant for up to the Warrant Share Number, in which event the Company shall issue to the Holder the number of shares of Warrant Stock computed using the following formula:

X =	Y * (A - B)
	A

where:

X = the number of shares of Warrant Stock to be issued to the Holder;

Y = the number of shares of Warrant Stock for which this Warrant is being exercised (at the date of issuance);

A = the fair market value of one share of Warrant Stock (as determined by the Board of Directors of the Company in good faith as of the date on which the Holder delivers the duly executed subscription form; and

B = the Per Share Purchase Price (as adjusted to the date of issuance).

2.3 Partial Exercise. Upon a partial exercise of this Warrant: (a) the Warrant Share Number immediately prior to such exercise shall be reduced by the aggregate number of shares of Warrant Stock obtained by such partial exercise and (b) this Warrant shall be surrendered by the Holder and replaced with a new Warrant of like tenor in which the Warrant Share Number is so reduced.

2.4 Restrictions on Exercise. As a condition to the exercise of this Warrant, the Holder shall (a) execute the subscription form attached hereto as Exhibit 1, confirming and acknowledging that the representations and warranties of the Holder set forth in the Joinder Agreement are true and correct as of the date of exercise and (b) comply with Section 6 hereof.

2.5 Loss or Destruction of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such indemnification as the Company may reasonably require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

3. ISSUANCE OF STOCK. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person or entity entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or entity entitled to receive the same a certificate for the number of shares of Warrant Stock issuable upon such exercise.

4. ADJUSTMENT PROVISIONS. The number and type of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Per Share

3

Exercise Price therefor, are subject to adjustment upon the occurrence of the following events between the date this Warrant is issued and the date it is exercised (provided, that the Per Share Exercise Price shall in no event be less than the par value of a share of Warrant Stock):

4.1 Adjustment for Stock Splits and Stock Dividends. The Per Share Exercise Price of this Warrant and the number of shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise of this Warrant) shall each be proportionally adjusted to reflect any stock dividend, stock split or reverse stock split, or other similar event affecting the number of outstanding shares of Warrant Stock (or such other stock or securities).

4.2 Adjustment for Other Dividends and Distributions. In the event that the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the Warrant Stock that is payable in (a) securities of the Company (other than issuances with respect to which adjustment is made under Sections 4.1 or 4.3) or (b) assets (other than cash dividends paid or payable solely out of retained earnings), then, and in each such case, the Holder, upon exercise of this Warrant at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Warrant Stock issuable upon such exercise prior to such date, the securities or such other assets of the Company to which the Holder would have been entitled upon such date if the Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

4.3 Adjustment for Reorganization, Consolidation, Merger. In the event of any recapitalization or reorganization of the Company after the date of this Warrant, or in case, after such date, the Company shall consolidate with or merge into another entity, then, and in each such case, the Holder, upon the exercise of this Warrant (as provided in Section 2), at any time after the consummation of such recapitalization, reorganization, consolidation or merger, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such recapitalization, reorganization, consolidation or merger if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Warrant, and the successor or purchasing entity in such reorganization, consolidation or merger (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation or merger. For the avoidance of doubt, nothing in this Section 4.3 shall entitle the Holder to any securities (or rights to receive any securities) unless the holders of outstanding Warrant Stock are also entitled to receive such securities.

4.4 Notice of Adjustments. The Company shall promptly give written notice of each adjustment or readjustment of the Per Share Exercise Price, the Warrant Share Number or the number or type of other securities issuable upon exercise of this Warrant. The notice shall describe the adjustment or readjustment and show in reasonable detail the facts on which the adjustment or readjustment is based.

4

4.5 No Change Necessary. The form of this Warrant need not be changed because of any adjustment in the Per Share Exercise Price or in the Warrant Stock issuable upon its exercise or the number or type of other securities issuable upon the exercise of this Warrant.

4.6 Reservation of Stock. If at any time the number of shares of authorized Warrant Stock or other securities issuable upon exercise of this Warrant shall not be sufficient to effect the exercise of this Warrant, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Warrant Stock or other securities issuable upon exercise of this Warrant as shall be sufficient for such purpose.

5. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. This Warrant does not by itself entitle the Holder to any voting rights or other rights or liabilities as a stockholder of the Company. In the absence of affirmative action by the Holder to purchase Warrant Stock by exercise of this Warrant, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Notwithstanding the foregoing, subject to the provisions of the Third Amended and Restated Certificate of Incorporation of the Company (as the same may be amended or restated from time to time), the Company may, at its sole option, elect to pay per share cash dividends on all outstanding Warrant Stock, in which case the Company shall pay to the Holder all cash dividends paid to holders of outstanding Warrant Stock prior to the exercise of this Warrant on the same terms and conditions as such dividends are paid to the other holders of outstanding Warrant Stock.

6. COVENANT TO JOIN STOCKHOLDER AGREEMENT. This Warrant and the Warrant Stock received upon the exercise of this Warrant shall be subject to the Stockholders Agreement, and the issuance of this Warrant is conditioned upon the execution and delivery by the Holder of a joinder to the Stockholders Agreement to the extent the Holder is not otherwise party to the Stockholder Agreement as an [Investor / Other Investor] (as such term is defined in the Stockholders Agreement). This Warrant and the Warrant Stock received upon exercise of this Warrant shall be subject to the rights, restrictions and obligations applicable to “[Other] Investor Shares” (as defined in the Stockholders Agreement) as provided in the Stockholders Agreement (as amended and in effect from time to time).

7. NO IMPAIRMENT. The Company will not, by amendment of its certificate of incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder against wrongful impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of Warrant Stock upon the exercise of this Warrant.

8. TRANSFER. Other than (i) to Permitted Transferees (as such term is defined in the Stockholders Agreement) who agree to be bound by this Warrant and the Stockholders Agreement to the same extent as the transferor, or (ii) any Transfers (as such term is defined in the Stockholders Agreement) to the extent permitted or required pursuant to the terms of

5

Sections Error! Reference source not found. and Error! Reference source not found. of the Stockholders Agreement, neither this Warrant nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent.

9. GOVERNING LAW. This Agreement, the rights of the parties and all actions, claims or suits arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

10. HEADINGS. The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

11. NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by electronic mail or facsimile if sent during normal business hours of the recipient, or if not sent during normal business hours, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth in the Joinder Agreement.

12. AMENDMENT; WAIVER. This Warrant may be amended and provisions may be waived only by the mutual written consent of the Holder and the Company.

13. SEVERABILITY. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

14. TERMS BINDING. By acceptance of this Warrant, the Holder accepts and agrees to be bound by all the terms and conditions of this Warrant and the Joinder Agreement. This Warrant shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant.

15. JOINDER AGREEMENT. This Warrant incorporates by reference all the terms of the Joinder Agreement.

[SIGNATURE PAGE FOLLOWS]

6

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the date first above written.

THE COMPANY:

PANTHER EXPEDITED SERVICES, INC.

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

AGREED AND ACKNOWLEDGED AS OF THE

DATE FIRST SET FORTH ABOVE:

THE HOLDER:

[—]

By:

Name:

Title:

[SIGNATURE PAGE TO WARRANT]

EXHIBIT 1

FORM OF SUBSCRIPTION

(To be signed only upon exercise of Warrant)

To: Panther Expedited Services, Inc.

(1) The undersigned Holder hereby elects to purchase                      shares of Common Stock of Panther Expedited Services, Inc. (the “Warrant Stock”), pursuant to the terms of the attached Warrant, it being understood and agreed that if the “net exercise” provision of Section 2.2(b) of the Warrant is elected by completing item 2(b) below, the actual number of shares of Common Stock issued to the undersigned will be calculated pursuant to Section 2.2(b) of the Warrant.

(2) The undersigned (a) tenders herewith payment of the purchase price for such shares in full or (b) surrenders              shares of Warrant Stock (on the condition that a new Warrant for the balance of any remaining shares of Warrant Stock for which the attached Warrant is exercisable).

(3) In exercising the Warrant, the undersigned Holder hereby confirms and acknowledges that the representations and warranties set forth in Section 4 of the Joinder Agreement (as defined in the Warrant) as they apply to the undersigned Holder continue to be true and correct as of this date.

(4) Please issue a certificate or certificates representing such shares of Warrant Stock in the name specified below:

(Name)

(Address)

(City, State, Zip Code)

(Federal Tax Identification Number)

(Date)

EX-10.25

Exhibit 10.25

AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT

among

PTHR HOLDINGS, INC.

and

THE STOCKHOLDERS PARTY HERETO

Dated as of January 11, 2006

TABLE OF CONTENTS

			Page
1.	EFFECTIVENESS; DEFINITIONS.		2
	1.1.	Closing	2
	1.2.	Definitions	2
2.	VOTING AGREEMENT.		2
	2.1.	Election of Directors	2
	2.2.	Removal	2
	2.3.	Significant Transactions	2
	2.4.	Consent to Amendment	3
	2.5.	Grant of Proxy	3
	2.6.	The Company	3
	2.7.	Period	3
3.	TRANSFER RESTRICTIONS.		3
	3.1.	Permitted Transferees.	3
	3.2.	Tag Alongs, Drag Alongs, Etc	4
	3.3.	Public	5
	3.4.	Impermissible Transfer	5
	3.5.	Period	5
4.	“TAG ALONG” AND “DRAG ALONG” RIGHTS.		5
	4.1.	Tag Along	5
	4.2.	Drag Along	7
	4.3.	Miscellaneous	8
	4.4.	Period	10
5.	OPTIONS TO PURCHASE OR SELL SHARES.		10
	5.1.	Call Option	10
	5.2.	Form of Payment	11
	5.3.	Closing.	12
	5.4.	Acknowledgment	12
	5.5.	Period	12
6.	RIGHT OF PARTICIPATION.		12
	6.1.	Right of Participation.	13
	6.2.	Post-Issuance Notice	15
	6.3.	Excluded Transactions	16
	6.4.	Acquired Shares	16
	6.5.	Period	16

-i-

			Page
7.	REGISTRATION RIGHTS.		16
	7.1.	Demand Registration Rights for Investor Shares.	16
	7.2.	Piggyback Registration Rights.	17
	7.3.	Certain Other Provisions.	19
	7.4.	Indemnification and Contribution.	21
8.	REMEDIES.		23
	8.1.	Generally	23
	8.2.	Deposit	23
9.	LEGENDS.		24
	9.1.	Restrictive Legend	24
	9.2.	1933 Act Legends	24
	9.3.	Stop Transfer Instruction	25
	9.4.	Termination of 1933 Act Legend	25
10.	AMENDMENT, TERMINATION, ETC.		25
	10.1.	Oral Modifications	25
	10.2.	Written Modifications	25
	10.3.	Effect of Termination	25
11.	DEFINITIONS.		26
	11.1.	Certain Matters of Construction	26
	11.2.	Definitions	26
12.	MISCELLANEOUS.		33
	12.1.	Authority; Effect	33
	12.2.	Notices	33
	12.3.	Binding Effect, Etc	34
	12.4.	Descriptive Headings	34
	12.5.	Counterparts	34
	12.6.	Severability	34
	12.7.	No Effect Upon Lending Relationship	34
13.	GOVERNING LAW.		35
	13.1.	Governing Law	35
	13.2.	Consent to Jurisdiction	35
	13.3.	Waiver of Jury Trial	35
	13.4.	Exercise of Rights and Remedies	36

-ii-

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of January 11, 2006 by and among:

(i) PTHR Holdings, Inc. (the “Company”);

(ii) Fenway Panther Holdings, LLC and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Investors” (collectively, the “Investors”);

(iii) Daniel K. Sokolowski (“Sokolowski”), the Sokolowski Transferees, Antares, the Subdebt Investors and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors” (collectively, the “Other Investors”); and

(iv) each Person who is, or from time to time becomes, party hereto by executing a counterpart signature page hereof, and whose Shares are designated by the Board as Management Shares hereunder (the “Managers” and together with the Investors and the Other Investors, the “Stockholders”).

RECITALS

1. On June 10, 2005, the Company caused its wholly-owned subsidiary Panther Acquisition, Inc. (“Purchaser”), an Ohio corporation, to acquire Panther II Transportation, Inc. (“Panther”) in accordance with the terms of the Contribution and Share Purchase Agreement dated as of May 22, 2005 among the Company, Purchaser, Panther and the Shareholders party thereto (the “Stock Purchase Agreement”).

2. Following the consummation of the acquisition contemplated by the Stock Purchase Agreement, upon the filing of a certificate of merger as provided in Section 1702.43 of the Ohio General Corporations Law, Purchaser has been merged with and into Panther, the separate organizational existence of Purchaser has ceased and Panther continues as the surviving corporation and a wholly-owned subsidiary of the Company

3. On June 10, 2005, the Company, the Investors, Sokolowski and Antares (collectively, the “Existing Investors”) entered into a Stockholders Agreement (the “Existing Stockholders Agreement”).

4. Pursuant to a Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), the Subdebt Investors are purchasing 2,239.04 shares of the Company’s Preferred Stock and 325,790.91 shares of the Company’s Common Stock.

5. Upon the Closing (as defined below), the Company’s Common Stock and Preferred Stock is held as set forth on Schedule I hereto.

6. The Company, the Existing Investors, the other parties to the Existing Stockholders Agreement as of the date hereof and the Subdebt Investors wish to amend and restate the Existing Stockholders Agreement in accordance with Section 10.2 thereof to set forth their agreements on certain matters.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

1.1. Closing. This Agreement will become effective upon consummation of the sale and purchase under the Subscription Agreement (the “Closing”).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 11 hereof.

2. VOTING AGREEMENT.

2.1. Election of Directors. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, (a) to fix the number of members of the board of directors of the Company (the “Board”) at seven or such higher number as may be specified from time to time by the Majority Investors and (b) to elect as members of the Board the following individuals:

(i) five (5) directors designated by the Majority Investors who shall initially be W. Gregg Smart, John Anderson, Marc Kramer, Tim Mayhew and Peter Lamm;

(ii) Sokolowski for so long as he is the Chief Executive Officer of the Company; and

(iii) for so long as Sokolowski is the Chief Executive Officer of the Company, one director nominated by Sokolowski and approved by the Majority Investors, such approval not to be unreasonably withheld, who initially shall be Eric Schless.

2.2. Removal. No director may be removed from the Board without the consent of the Majority Investors; provided, however that the directors designated pursuant to Section 2.1(b)(ii) and 2.1(b)(iii) above may not be removed without the consent of Sokolowski for so long as he is entitled to serve as a director (in the case of Section 2.1(b)(ii)) or nominate such director (in the case of Section 2.1(b)(iii)).

2.3. Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by

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written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

2.4. Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

2.5. Grant of Proxy. Each holder of Shares other than the Investors hereby grants to the Investors an irrevocable proxy coupled with an interest to vote his Shares in accordance with his agreements contained in this Section 2, which proxy will be valid and remain in effect until the provisions of this Section 2 expire pursuant to Section 2.7.

2.6. The Company. The Company agrees not to give effect to any action by any holder of Shares or any other Person that is in contravention of this Section 2.

2.7. Period. The foregoing provisions of this Section 2 will expire on the earlier of (a) a Change of Control, (b) the effectiveness of the Company’s registration statement in connection with an Initial Public Offering and (c) the last date permitted by law.

3. TRANSFER RESTRICTIONS.

No holder of Shares will Transfer any of such Shares to any other Person except as provided in this Section 3.

3.1. Permitted Transferees.

3.1.1. Affiliates. Subject to the provisions of Section 5.1, if applicable, any holder of Shares may Transfer any or all of such Shares to an Affiliate of such holder, provided, that the holders of the beneficial interests of such Affiliate have delivered to the Company and the Majority Investors a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company and the Majority Investors that they will not Transfer any such beneficial interests or permit such Affiliate to issue any beneficial interests except to the extent such Transfer or issuance (treating such issuance as a Transfer by such holders) would be permitted under this Section 3.1 if the beneficial interests were Shares.

3.1.2. Upon Death. Subject to the provisions of Section 5.1, if applicable, upon the death of any holder of Shares who is a natural Person, such Shares may be distributed by the will or other instrument taking effect at death of such holder or by applicable laws of descent and distribution to such holder’s estate, executors, administrators and personal

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representatives, and then to such holder’s heirs, legatees or distributees, whether or not such recipients are Members of the Immediate Family of such holder.

3.1.3. Investors and Company. Any holder of Shares may Transfer any or all of such Shares to (a) any Investor or (b) with the Board’s approval, the Company or any subsidiary of the Company.

3.1.4. Additional Permitted Transfers by the Investors. Any holder of Investor Shares may Transfer any or all of such Shares (a) to an Investor or an Affiliated Fund, (b) to partners or to Affiliates of any of the foregoing or (c) to any director, officer or employee of, or consultant or adviser to, the Company or its subsidiaries.

No Transfer permitted under the terms of this Section 3.1 will be effective unless the transferee of such Shares (each, a “Permitted Transferee”) has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that such Shares to be received by such Permitted Transferee will remain Investor Shares, Other Investor Shares or Management Shares, as the case may be, and will be subject to all of the provisions of this Agreement and that such Permitted Transferee will be bound by, and will be a party to, this Agreement as a holder of Investor Shares, Other Investor Shares or Management Shares, as the case may be, hereunder; provided, however, that Shares Transferred to any director, officer or employee of, or consultant or adviser to, the Company or any of its subsidiaries by a holder of Investor Shares will thereafter become Management Shares hereunder; and provided further that no Transfer by any holder of Shares to a Permitted Transferee will relieve such holder of any of its obligations hereunder.

3.2. Tag Alongs, Drag Alongs, Etc. In addition to Transfers permitted under Section 3.1:

(a) any holder of Investor Shares may Transfer such Shares if (i) such holder has complied with the “tag along” provisions contained in Section 4.1, (ii) the Majority Investors have exercised their “drag along” rights set forth in Section 4.2 or (iii) (A) the Transfer is to one or more Persons identified by such holder as a potential limited partner of such holder or of an Affiliated Fund and (B) after giving effect to such Transfer, the Investors, their partners and Affiliates of any of the foregoing will continue to own not less than 80% of the Shares originally issued to the Investors; and

(b) any holder of Other Investor Shares or Management Shares may Transfer any or all of such Shares in accordance with the provisions, terms and conditions of Sections 4.1 and 4.2 solely in their capacity as Participating Sellers thereunder.

Any Shares Transferred after compliance with the terms of Sections 4.1 and 4.2 will conclusively be deemed thereafter not to be Shares or Registrable Securities under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof.

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3.3. Public. Subject to the provisions of Section 7.3.4, any holder of Shares may Transfer such Shares in a Public Offering or, after the closing of the Initial Public Offering, pursuant to Rule 144, which Shares will conclusively be deemed thereafter not to be Shares or Registrable Securities under this Agreement and not to be subject to any of the provisions hereof or entitled to the benefit of any of the provisions hereof.

3.4. Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 will be null and void, and the Company will not in any way give effect to any such impermissible Transfer.

3.5. Period. The foregoing provisions of this Section 3 will expire upon the earlier of (a) a Change of Control and (b) the effectiveness of the Company’s registration statement in connection with a Qualified Public Offering.

4. “TAG ALONG” AND “DRAG ALONG” RIGHTS.

4.1. Tag Along. If one or more holders of Investor Shares (each such holder, a “Prospective Selling Investor”) proposes to Sell any such Shares to any Prospective Purchaser in a transaction (a) not constituting a Transfer pursuant to the terms of Sections 3.1 or 3.2(a)(iii) and (b) in connection with which the Majority Investors have not elected to exercise their “drag along” rights under Section 4.2:

4.1.1. Notice. The Prospective Selling Investors will deliver a written notice (the “Tag Along Notice”) to each other holder of Shares (each, a “Tag Along Holder”) at least ten business days prior to such proposed Transfer. The Tag Along Notice will include:

(a) The principal terms of the proposed Sale insofar it relates to such Shares, including (i) the number and Class of the Shares to be purchased from the Prospective Selling Investors, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each Class to be purchased from the Prospective Selling Investors by the total number of Investor Shares of each such Class originally purchased by the Investors (the “Tag Along Sale Percentage”), (iii) the maximum and minimum per share purchase price and (iv) the name and address of the Prospective Purchaser; and

(b) An invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Purchaser an additional number of Shares held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable Class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), with respect to each Share Sold, as the Prospective Selling Investors will Sell each of their Shares.

4.1.2. Exercise. Within five business days after the effectiveness of the Tag Along Notice, each Tag Along Holder desiring to make an offer to include issued and

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outstanding Shares in the proposed Sale (each a “Participating Seller” and, together with the Prospective Selling Investors, collectively, the “Tag Along Sellers”) will furnish a written notice (the “Tag Along Offer”) to the Prospective Selling Investors offering to include an additional number of Shares (not in any event to exceed the Tag Along Sale Percentage of the total number of Shares of the applicable Class held by such Participating Seller) that such Participating Seller desires to have included in the proposed Sale. Each Tag Along Holder who does not accept the Prospective Selling Investors’ invitation to make an offer to include Shares in the proposed Sale will be deemed to have waived all of his rights with respect to such Sale, and the Tag Along Sellers will thereafter be free to Sell to the Prospective Purchaser, at a per share price no greater than the maximum per share price set forth in the Tag Along Notice and on other principal terms that are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder.

4.1.3. Irrevocable Offer. The offer of each Participating Seller contained in his Tag Along Offer will be irrevocable, and, to the extent such offer is accepted, such Participating Seller will be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors, up to such number of Shares as such Participating Seller will have specified in his Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price will be less than the minimum per share price set forth in the Tag Along Notice or the other principal terms will be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller will be permitted to withdraw the offer contained in his Tag Along Offer and will be released from his obligations thereunder.

4.1.4. Reduction of Shares Sold. The Prospective Selling Investors will attempt to obtain the inclusion in the proposed Sale of the entire number of Shares that each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Investors by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Investors will be unable to obtain the inclusion of such entire number of Shares in the proposed Sale, the number of Shares to be sold in the proposed Sale will be allocated among the Tag Along Sellers in proportion, as nearly as practicable, to the respective number of Shares that each Tag Along Seller requested to be included in the proposed Sale.

4.1.5. Additional Compliance. If (a) prior to consummation, the terms of the proposed Sale change with the result that the per share price to be paid in such proposed Sale will be greater than the maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale will be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice will be null and void, and it will be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in

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order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Sections 4.1.1 and 4.1.2 will be five business days and three business days, respectively, and (b) the Prospective Selling Investors have not completed the proposed Sale by the end of the 180th day following the date of the effectiveness of the Tag Along Notice, each Participating Seller will be released from his obligations under his Tag Along Offer, the Tag Along Notice will be null and void, and it will be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.

4.1.6. Classes of Shares. Notwithstanding the foregoing provisions of this Section 4.1, the right of any Tag Along Holder to include Shares in any Sale in accordance with this Section 4.1 shall be limited to a right to include Shares in such Sale which are of the same Class as the Shares to be included in such Sale by the Prospective Selling Investors, and all determinations under this Section 4.1 shall be made on the basis of the holdings of Shares of the Class of Shares to be included in such Sale by the Prospective Selling Investor (including the Tag Along Sale Percentage).

4.1.7. Subsequent Tag-Along Rights. If after the consummation of any transaction in which the Company is not the surviving corporation, the Investors and the Other Investors own any equity securities (“Successor Securities”) of the successor to the Company, then the Other Investors shall be entitled to participate in any Transfer by any Investor of Successor Securities on the same material terms, mutatis mutandis, as set forth in this Section 4.1.

4.2. Drag Along. Each holder of Shares hereby agrees, if requested by the Majority Investors, to Sell a specified percentage (the “Drag Along Sale Percentage”) of such Shares, directly or indirectly, to a Prospective Purchaser in the manner and on the terms set forth in this Section 4.2 in connection with the Sale by one or more holders of Investor Shares (each such holder, a “Prospective Selling Investor”) of the Drag Along Sale Percentage of the total number of Investor Shares of the applicable Class held by all holders of Investor Shares to the Prospective Purchaser.

4.2.1. Exercise. If the Majority Investors elect to exercise their rights under this Section 4.2, the Prospective Selling Investors will furnish a written notice (the “Drag Along Notice”) to each other holder of Shares. The Drag Along Notice will set forth the principal terms of the proposed Sale insofar as it relates to such Shares including (i) the number and Class of Shares to be acquired from the Prospective Selling Investors, (ii) the Drag Along Sale Percentage, (iii) the per share consideration to be received in the proposed Sale and (iv) the name and address of the Prospective Purchaser. If the Prospective Selling Investors consummate the proposed Sale to which reference is made in the Drag Along Notice, each other holder of Shares (each a “Participating Seller”, and, together with the Prospective Selling Investors, collectively, the “Drag Along Sellers”) will be bound and obligated to Sell the Drag Along Sale Percentage of his Shares in the

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proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Investors will Sell each Investor Share in the Sale (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities). If at the end of the 180th day following the date of the effectiveness of the Drag Along Notice the Prospective Selling Investors have not completed the proposed Sale, the Drag Along Notice will be null and void, each Participating Seller will be released from his obligation under the Drag Along Notice and it will be necessary for a separate Drag Along Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2.

4.2.2. Classes of Shares. Notwithstanding the foregoing provisions of this Section 4.2, the obligation of any holder of Shares to include Shares in any Sale in accordance with this Section 4.2 shall be limited to an obligation to include Shares in such Sale which are of the same Class as the Shares to be included in such Sale by the Prospective Selling Investors, and all determinations under this Section 4.2 shall be made on the basis of the holdings of Shares of the Class of Shares to be included in such Sale by the Prospective Selling Investor (including the Drag Along Sale Percentage).

4.3. Miscellaneous. The following provisions will be applied to any proposed Sale to which Section 4.1 or 4.2 applies:

4.3.1. Certain Legal Requirements. In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable law (a) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (b) the provision to any Tag Along Seller or Drag Along Seller of any information regarding the Company, such securities or the issuer thereof, such Participating Seller will not have the right to Sell Shares in such proposed Sale. In such event, the Prospective Selling Investors will have the right, but not the obligation, to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.6 hereof) that would have otherwise been Sold by such Participating Seller to the Prospective Purchaser in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares.

4.3.2. Further Assurances. Each Participating Seller, whether in his capacity as a Participating Seller, stockholder, officer or director of the Company, or otherwise, will take or cause to be taken all such actions as may be necessary or reasonably desirable in order expeditiously to consummate each Sale pursuant to Section 4.1 or 4.2 and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; furnishing information and copies of documents; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Prospective Selling Investors and the Prospective Purchaser; provided, however, that Participating Sellers will be obligated to become liable in respect of any

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representations, warranties, covenants, indemnities or otherwise to the Prospective Purchaser solely to the extent provided in the immediately following sentence. Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Investors to which such Prospective Selling Investors will also be party, including, without limitation, agreements to (i) (a) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares and (b) be liable without limitation as to such representations, warranties, covenants and other agreements and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries; provided, however, that the aggregate amount of liability described in this clause (ii) in connection with any Sale of Shares will not exceed the lesser of (i) such Participating Seller’s pro rata portion of any such liability, to be determined in accordance with such Participating Seller’s portion of the total number of Shares included in such Sale, or (ii) the proceeds to such Participating Seller in such Sale.

4.3.3. Sale Process. The Investors will, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No Investor or any Affiliate of any Investor will have any liability to any other holder of Shares arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale, except to the extent such Investor will have failed to comply with the provisions of this Section 4.

4.3.4. Treatment of Options, Warrants and Convertible Securities. Each Participating Seller agrees that to the extent he desires or is obligated to include Options, Warrants or Convertible Securities in any Sale of Shares pursuant to Section 4, he will be deemed to have exercised, converted or exchanged such Options, Warrants or Convertible Securities immediately prior to the closing of such Sale to the extent necessary to Sell Common Stock to the Prospective Purchaser, except to the extent permitted under the terms of any such Option, Warrant or Convertible Security and agreed by the Prospective Purchaser. If any Participating Seller will Sell Options, Warrants or Convertible Securities in any Sale pursuant to Section 4, such Participating Seller will receive in exchange for such Options, Warrants or Convertible Securities consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per share of Common Stock received by the holders of the Prospective Selling Investors in such Sale less the exercise price, if any, per share of such Option, Warrant or Convertible Security by (b) the number of shares of Common Stock issuable upon exercise, conversion or exchange of such Option, Warrant or Convertible Security (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.

4.3.5. Expenses. All costs and expenses incurred by the Prospective Selling Investors or the Company in connection with any proposed Sale pursuant to this

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Section 4 (whether or not consummated), including without limitation all attorneys fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, will be paid by the Company. The reasonable fees and expenses of a single legal counsel (which counsel will be reasonably acceptable to the Majority Subdebt Investors) representing any or all of the other Tag Along Sellers or Drag Along Sellers (including any participating Managers) in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) will be paid by the Company. Any other costs and expenses incurred by or on behalf of any or all of the other Tag Along Sellers or Drag Along Sellers in connection with any proposed Sale pursuant to this Section 4 (whether or not consummated) will be borne by such Tag Along Seller(s) or Drag Along Seller(s).

4.3.6. Closing. The closing of a Sale to which Section 4.1 or 4.2 applies will take place at such time and place as the Prospective Selling Investors will specify by notice to each Participating Seller. At the closing of such Sale, each Participating Seller will deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration.

4.4. Period. Subject to the continuing rights of the Other Investors pursuant to Section 4.1.7, the foregoing provisions of this Section 4 will expire on the earlier of (a) a Change of Control or (b) the effectiveness of the Company’s registration statement in connection with a Qualified Public Offering.

5. OPTIONS TO PURCHASE OR SELL SHARES.

5.1. Call Option. Except as the Company may otherwise agree with any Manager with respect to his Shares, upon any termination of the employment by the Company and its subsidiaries of any holder of Management Shares the Company will have the right to purchase for cash (or notes to the extent provided below in Section 5.2) all or any portion of the Management Shares that are not Options held by such holder or originally issued to such holder but held by one or more Permitted Transferees on the following terms (the “Call Option”):

5.1.1. Termination.

5.1.1.1. Termination due to Death or Disability or by Company other than for Cause or by the Holder. If such termination is the result of (i) the death or disability of such holder, (ii) termination of such holder’s employment by the Company other than for Cause or (iii) termination of such holder’s employment by such holder then, in any such event, the Company may purchase all or any portion of the Management Shares that are not Options held by such holder (or Permitted Transferee, if applicable) at a per Share price equal to the Fair Market Value of such Shares.

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5.1.1.2. Termination by Company for Cause. If such termination is the result of termination of such holder’s employment by the Company for Cause then the Company may purchase all or any portion of the Management Shares that are not Options held by such holder (or Permitted Transferee, if applicable) at a per Share price equal to the lesser of the Cost or the Fair Market Value of such Shares.

5.1.2. Notices, Etc. Any Call Option may be exercised by delivery of written notice thereof (the “Call Notice”) to the applicable holder of Management Shares not later than the 70th day (or, in the case of a termination resulting from the death of such holder, the 130th day) after the effectiveness of the applicable termination of employment (the “Call Option Exercise Period”). The Call Notice will state that the Company has elected to exercise the Call Option, and the number and price of the Shares with respect to which the Call Option is being exercised.

5.2. Form of Payment. In each case Shares are purchased pursuant to Section 5.1, the Company will pay for such Shares by (i) paying the holder not less than one-half of the purchase price in cash, as determined by the Board and (ii) issuing for the balance of the purchase price not so paid in cash a promissory note in a principal amount equal to such balance. The principal of such note will be due and payable in four equal annual installments, the first such installment becoming due and payable on the first anniversary of the issuance of such note, and interest will accrue thereon at a rate equal to the applicable federal rate and be payable annually in arrears, in each case subject to the provisions of this Section 5.2; provided, however, that if any payment of cash required upon the purchase and sale of Shares upon the exercise of any Call Option or any payment on a promissory note issued under Section 5.1 would (a) constitute, result in or give rise to any breach or violation of, or any default or right or cause of action under, any agreement to which the Company or any of its subsidiaries is, from time to time, a party or (b) leave the Company and its subsidiaries with less cash or borrowing availability than, in the good faith judgment of the Board, is necessary to operate the business of the Company and its subsidiaries in the ordinary course of business, then,

(i) in the case of a cash payment due at a closing of any purchase and sale of Shares upon the exercise of any Call Option, the Company will issue a promissory note in the aggregate principal amount of such payment, the principal amount of which note will be due and payable in four equal annual installments, the first such installment becoming due and payable on the first anniversary of the issuance of such note, and interest will accrue thereon at a rate equal to the applicable federal rate and be payable annually in arrears, in each case subject to the provisions of clause (ii) below, and

(ii) in the case of the cash payment in respect of a promissory note issued under this Section 5.2, notwithstanding any of the provisions of such note, including without limitation, the stated maturity of such note and the stated date on which interest payments are due, such payment will not become due and payable until such time as such payment can be made without violating any such agreement and not resulting in the Company and its subsidiaries having less cash

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or borrowing availability than the Board determines is necessary to operate the business as contemplated above.

Any promissory note issued under this Section 5.2 may be prepaid in whole or in part at any time and from time to time without premium or penalty.

5.3. Closing.

5.3.1. The closing of any purchase and sale of Shares pursuant to this Section 5 will take place as soon as reasonably practicable and in no event later than 30 days after termination of the Call Option Exercise Period at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine.

5.3.2. At the closing of any purchase and sale of Shares following the exercise of any Call Option, the holders of Shares to be sold will deliver to the Company a certificate or certificates representing the Shares to be purchased by the Company duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock (or equivalent) transfer tax stamps affixed, and the Company will pay to such holder by certified or bank check or wire transfer of immediately available federal funds or note, as may be applicable, the purchase price of the Shares being purchased by the Company. The delivery of a certificate or certificates for Shares by any Person selling Shares pursuant to any Call Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated; (iii) such Shares are free and clear of any and all liens or encumbrances and (iv) there is no Adverse Claim with respect to such Shares.

5.4. Acknowledgment. Each holder of Management Shares acknowledges and agrees that neither the Company nor any Person directly or indirectly affiliated with the Company (in each case whether as a director, officer, manager, employee, agent or otherwise) will have any duty or obligation to affirmatively disclose to him, and he will not have any right to be advised of, any material information regarding the Company or otherwise at any time prior to, upon, or in connection with (i) any termination of his employment by the Company and its subsidiaries or (ii) the exercise of any Call Option or any purchase of the Shares pursuant thereto.

5.5. Period. The foregoing provisions of this Section 5 will expire upon the earlier of (a) a Change of Control and (b) the effectiveness of the Company’s registration statement in connection with a Qualified Public Offering.

6. RIGHT OF PARTICIPATION.

The Company will not issue or sell any debt securities or shares of any of its capital stock or any securities convertible into or exchangeable for any shares of its capital stock, issue or grant any options or warrants for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any debt securities or any of its capital stock or any stock

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or securities convertible into or exchangeable for any shares of its capital stock, in each case, to any Investor, any Affiliated Fund or any limited partner of an Investor (each an “ Issuance” of “Subject Securities”), except in compliance with the provisions of Section 6.1 or 6.2.

6.1. Right of Participation.

6.1.1. Offer. Not fewer than fifteen days prior to the consummation of an Issuance, a notice (the “Participation Notice”) will be furnished by the Company to each holder of Investor Shares and Other Investor Shares (the “Participation Offerees”). The Participation Notice will include:

(a) The principal terms of the proposed Issuance, including, without limitation, (i) the amount and kind of Subject Securities to be included in the Issuance, (ii) the number of Equivalent Shares represented by such Subject Securities (if applicable), (iii) the percentage of the total number of Shares consisting of Common Stock outstanding as of immediately prior to giving effect to such Issuance that the number of Shares consisting of Common Stock held by such Participation Offeree constitutes (the “Participation Portion”), (iv) the maximum and minimum price (including, without limitation, if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities and (v) the name and address of the Investor or Affiliated Fund to whom the Subject Securities will be issued (the “Prospective Subscriber”); and

(b) An offer by the Company to issue, at the option of each Participation Offeree, to such Participation Offeree such portion of the Subject Securities to be included in the Issuance as may be requested by such Participation Offeree (not to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance), on the same economic terms and conditions, with respect to each unit of Subject Securities issued to the Participation Offerees, as each of the Prospective Subscribers will be issued units of Subject Securities.

6.1.2. Exercise.

6.1.2.1. General. Each Participation Offeree desiring to accept the offer contained in the Participation Notice will send a written commitment to the Company within ten days after the effectiveness of the Participation Notice specifying the amount of Subject Securities (not in any event to exceed the Participation Portion of the total amount of Subject Securities to be included in the Issuance) that such Participation Offeree desires to be issued (each such Participation Offeree desiring to purchase Subject Securities, a “Participating Purchaser”). Each Participation Offeree who has not so accepted such offer will be deemed to have waived all of his rights with respect to the Issuance, and the Company will thereafter be free to issue Subject Securities in the Issuance to the Prospective Subscriber and any Participating Purchasers, at a price no less than the minimum price set forth in the Participation Notice and on other principal

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terms not substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, without any further obligation to such non-accepting Participation Offerees with respect to such proposed issuance. If, prior to consummation, the terms of such proposed Issuance will change with the result that the price will be less than the minimum price set forth in the Participation Notice or the other principal terms will be substantially more favorable to the Prospective Subscriber than those set forth in the Participation Notice, it will be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1.

6.1.2.2. Irrevocable Acceptance. The acceptance of each Participating Purchaser will be irrevocable except as hereinafter provided, and each such Participating Purchaser will be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as the Prospective Subscriber, such amount of Subject Securities as such Participating Purchaser will have specified in such Participating Purchaser’s written commitment.

6.1.2.3. Time Limitation. If at the end of the 180th day following the date of the effectiveness of the Participation Notice the Company has not completed the Issuance, each Participating Purchaser will be released from his obligations under the written commitment, the Participation Notice will be null and void, and it will be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Section 6.1 separately complied with, in order to consummate such Issuance pursuant to this Section 6.1.

6.1.3. Other Securities. The Company may condition the participation of the Participation Offerees in an Issuance upon the purchase by such Participation Offerees of any securities (including, without limitation, debt securities) other than Subject Securities (“Other Securities”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned. In such case, each Participating Purchaser will acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the proportion of Other Securities to Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Subject Securities and Other Securities issued to the Participating Purchasers, as the Prospective Subscriber will be issued units of Subject Securities and Other Securities.

6.1.4. Certain Legal Requirements. In the event that the participation in the Issuance by a holder of Shares as a Participating Purchaser would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Sale of any information regarding the Company or the securities, such holder of Shares will not have the right to participate in the Issuance. Without limiting the generality of the foregoing, it is understood and agreed that the Company will not be

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under any obligation to effect a registration of such securities under the Securities Act or similar state statutes.

6.1.5. Further Assurances. Each Participation Offeree and each Stockholder to whom the Shares held by such Participation Offeree were originally issued, will, whether in his capacity as a Participating Purchaser, Stockholder, officer or director of the Company, or otherwise, take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each Issuance pursuant to this Section 6.1 and any related transactions, including, without limitation, executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with governmental authorities; and otherwise cooperating with the Company and the Prospective Subscriber. Without limiting the generality of the foregoing, each such Participating Purchaser and Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which the Prospective Subscriber will be party.

6.1.6. Expenses. All reasonable costs and expenses incurred by the holders of Investor Shares or the Company in connection with any proposed Issuance of Subject Securities (whether or not consummated), including without limitation all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, will be paid by the Company. The reasonable fees and expenses of a single legal counsel (which counsel will be reasonably acceptable to the Majority Subdebt Investors) representing any or all of the other holders of Shares in connection with such proposed Issuance of Subject Securities (whether or not consummated) will be paid by the Company. Any other costs and expenses incurred by or on behalf of any other holder of Shares in connection with such proposed Issuance of Subject Securities (whether or not consummated) will be borne by such holder.

6.1.7. Closing. The closing of an Issuance pursuant to Section 6.1 will take place at such time and place as the Company will specify by notice to each Participating Purchaser. At the closing of any Issuance under this Section 6.1.7, each Participating Purchaser will be delivered the notes, certificates or other instruments evidencing the Subject Securities (and, if applicable, Other Securities) to be issued to such Participating Purchaser, registered in the name of such Participating Purchaser or his designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by such Participating Purchaser of the applicable consideration.

6.2. Post-Issuance Notice. Notwithstanding the notice requirements of Sections 6.1.1 and 6.1.2, the Company may proceed with any Issuance prior to having complied with the provisions of Section 6.1; provided, that the Company will:

(a) provide to each holder of Shares who would have been a Participation Offeree in connection with such Issuance (i) with prompt notice of such Issuance and (ii) the Participation Notice described in Section 6.1.1 in which the actual price per unit

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of Subject Securities (and, if applicable, actual Price Per Equivalent Share) will be set forth; and

(b) include in the subscription (or similar) agreement with the purchaser(s) of the Subject Securities and, if applicable, Other Securities, a provision permitting the Company to repurchase such securities in an amount necessary to satisfy the offers made by holders of Shares in accordance the provisions of Section 6.1.2 in response to the Participation Notice furnished pursuant to clause (a) above.

6.3. Excluded Transactions. The preceding provisions of this Section 6 will not apply to any Issuance of Common Stock upon the exercise or conversion of any Common Stock, Options or Convertible Securities outstanding on the date hereof or issued after the date hereof in compliance with the provisions of this Section 6.

6.4. Acquired Shares. Any Subject Securities constituting shares of capital stock acquired by any holder of Shares pursuant to this Section 6 will be deemed for all purposes hereof to be Investor Shares or Other Investor Shares hereunder of like kind with the Shares then held by the acquiring holder.

6.5. Period. The foregoing provisions of this Section 6 will expire on the earlier of (a) a Change of Control or (b) the effectiveness of the Company’s registration statement in connection with an Initial Public Offering.

7. REGISTRATION RIGHTS.

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each holder of Shares will perform and comply with such of the following provisions as are applicable to such holder.

7.1. Demand Registration Rights for Investor Shares.

7.1.1. General. One or more holders of Investor Shares representing at least 25% of the total amount of Investor Shares then outstanding (“Initiating Investors”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of all or a specified part of the Registrable Securities held by such Initiating Investors (for purposes of this Agreement, “Registrable Investor Securities” will mean Registrable Securities constituting Investor Shares). The Company will then use its best efforts to effect the registration under the Securities Act of the Registrable Securities that the Company has been requested to register by such Initiating Investors together with all other Registrable Securities that the Company has been requested to register pursuant to Section 7.2 or by other holders of Registrable Investor Securities by notice delivered to the Company within 20 days after the Company has given the notice required by Section 7.2.1 (which request will specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities that the Company has

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been so requested to register; provided, however, that the Company will not be obligated to take any action to effect any such registration pursuant to this Section 7.1.1 within 180 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of securities of the Company for its own account (other than a Rule 145 Transaction or a registration relating solely to employee benefit plans).

7.1.2. Form. Each registration requested pursuant to Section 7.1.1 will be effected by the filing of a registration statement on Form S-1 (or any other form that includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted), unless the use of a different form has been agreed to in writing by holders of at least a majority of the Registrable Investor Securities to be included in the proposed registration statement in question (the “Majority Participating Investors”).

7.1.3. Payment of Expenses. The Company will pay all reasonable expenses of holders of Investor Shares incurred in connection with each registration of Registrable Securities requested pursuant to this Section 7.1, other than underwriting discount and commission, if any, and applicable transfer taxes, if any.

7.1.4. Additional Procedures. In the case of a registration pursuant to Section 7.1 hereof, whenever the Majority Participating Investors will request that such registration will be effected pursuant to an underwritten offering, the Company will include such information in the written notices to holders of Registrable Securities referred to in Section 7.2. In such event, the right of any holder of Registrable Securities to have securities owned by such holder included in such registration pursuant to Section 7.1 will be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Majority Participating Investors and such holder). If requested by such underwriters, the Company together with the holders of Registrable Securities proposing to distribute their securities through such underwriting will enter into an underwriting agreement with such underwriters for such offering containing such representations and warranties by the Company and such holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

7.2. Piggyback Registration Rights.

7.2.1. Piggyback Registration.

7.2.1.1. General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form that would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of an Investor or an Affiliated Fund (pursuant to Section 7.1 or otherwise) for sale in a Public Offering, the Company will give notice to all

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holders of Registrable Securities of its intention to do so. Any such holder may, by written response delivered to the Company within 20 days after the effectiveness of such notice, request that all or a specified part of the Registrable Securities held by such holder be included in such registration. The Company thereupon will use its reasonable efforts to cause to be included in such registration under the Securities Act all shares of Common Stock that the Company has been so requested to register by such holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or other holders of shares of Common Stock in such Public Offering) of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 7.2 will relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 7.1 hereof.

7.2.1.2. Excluded Transactions. The Company will not be obligated to effect any registration of Registrable Securities under this Section 7.2 incidental to the registration of any of its securities in connection with:

(a) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;

(b) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses; or

(c) The Initial Public Offering, unless (i) such offering will have been initiated by the Investors pursuant to Section 7.1.1 or (ii) one or more Investors will have requested that all or a specified part of its Registrable Securities be included in such offering pursuant to this Section 7.2.1.

7.2.2. Payment of Expenses. The Company will pay all reasonable expenses of a single legal counsel representing any and all holders of Registrable Securities incurred in connection with each registration of Registrable Securities requested pursuant to this Section 7.2.

7.2.3. Additional Procedures. Holders of Shares participating in any Public Offering pursuant to this Section 7.2 will take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Shares in such Public Offering, including, without limitation, being parties to the underwriting agreement entered into by the Company and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties by, and the other agreements (including without limitation customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters; provided, however, that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Shares

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in such Public Offering, the aggregate amount of such liability will not exceed such holder’s net proceeds actually received by such holder from such offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability will not exceed the lesser of (i) such holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Shares included in the offering or (ii) such holder’s net proceeds actually received by such holder from such offering.

7.3. Certain Other Provisions.

7.3.1. Underwriter’s Cutback. In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.3.1, the underwriter may limit the number of shares that would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares that the Company seeks to have registered in such registration will not be subject to exclusion, in whole or in part, under this Section 7.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company will advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration will be allocated in the following manner, unless the underwriter will determine that marketing factors require a different allocation: shares, other than Registrable Securities, requested to be included in such registration by shareholders will be excluded unless the Company has, with the consent of the Majority Investors, granted registration rights that are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (in which case Shares of Common Stock that are subject to such registration rights will be treated as Registrable Securities for purposes of this Section 7.3.1); and, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included in such registration will be allocated among holders thereof pro rata in accordance with the respective amounts of Registrable Securities that may be included in such registration held by each such holder. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities will also include any Registrable Securities held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, and such holder and other persons will be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder will be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s

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marketing limitation will be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 7.1.1 or 7.2.1.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Company and the Majority Investors.

7.3.2. Other Actions. If and in each case when the Company is required to use its best efforts to effect a registration of any Registrable Securities as provided in this Section 7, the Company will take appropriate and customary actions in furtherance thereof, including, without limitation: (a) promptly filing with the Commission a registration statement and using reasonable efforts to cause such registration statement to become effective, (b) preparing and filing with the Commission such amendments and supplements to such registration statements as may be required to comply with the Securities Act and to keep such registration statement effective for a period not to exceed 270 days from the date of effectiveness or such earlier time as the Registrable Securities covered by such registration statement will have been disposed of in accordance with the intended method of distribution therefor or the expiration of the time when a prospectus relating to such registration is required to be delivered under the Securities Act, (c) use its best efforts to register or qualify such Registrable Securities under the state securities or “blue sky” laws of such jurisdictions as the sellers will reasonably request; provided, however, that the Company will not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it would not otherwise be so subject; and (d) otherwise cooperate reasonably with, and take such customary actions as may reasonably be requested by the holders of Registrable Securities in connection with, such registration.

7.3.3. Selection of Underwriters and Counsel. The underwriters and legal counsel to be retained in connection with any Public Offering will be selected by the Board or, in the case of an offering following a request therefor under Section 7.1.1, the Initiating Investors.

7.3.4. Lock-Up. Without the prior written consent of the underwriters managing any Public Offering, for a period beginning seven days immediately preceding and ending on the 90th day (or in the case of the Initial Public Offering, 180th day) following the effective date of the registration statement used in connection with such offering, no holder of Shares (whether or not a selling shareholder pursuant to such registration statement) will (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such Common Stock or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions will not apply to (i) transactions relating to shares of Common

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Stock or other securities acquired in open market transactions after the completion of the Initial Public Offering, (ii) Transfers to a Permitted Transferee of such holder in accordance with the terms of this Agreement or (iii) conversions of shares of Common Stock or other securities into other classes of Common Stock without change of holder.

7.4. Indemnification and Contribution.

7.4.1. Indemnities of the Company. In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 7 or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including, without limitation, reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each seller of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect partners, advisory board members, directors, officers, trustees, members and shareholders, and each other Person, if any, who controls any such seller or any such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “Covered Person”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other law of any jurisdiction, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any registration statement under the Securities Act, any preliminary prospectus or final prospectus included therein, or any related summary prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including without limitation reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that neither the Company nor any of its subsidiaries will be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or

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proceeding arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company or to any of its subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 7.4.1 will remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and will survive any transfer of securities.

7.4.2. Indemnities to the Company. The Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Section 7, that the Company and any of its subsidiaries will have received, subject to the limitations set forth in Section 7.4.4, an undertaking satisfactory to it from the prospective seller of such securities, to indemnify and hold harmless the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who will sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, or any other disclosure document (including, without limitation, reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other document or report. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and will survive any transfer of securities.

7.4.3. Contribution. If the indemnification provided for in Sections 7.4.1 or 7.4.2 hereof is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 7.4 (an “Indemnitee”) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each party that would have been an indemnifying party thereunder will, in lieu of indemnifying such Indemnitee, subject to the limitation set forth in Section 7.4.4 contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with

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the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof). The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 7.4.3 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 7.4.3 will include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7.4.4. Limitation on Liability of Holders of Registrable Securities. Anything in this Section 7.4 to the contrary notwithstanding, the liability of each holder of Registrable Securities in respect of any indemnification or contribution obligation of such holder arising under this Section 7.4 will not in any event exceed an amount equal to the net proceeds actually received by such holder (after deduction of all underwriters’ discounts, fees and commissions) from the disposition of the Registrable Securities disposed of by such holder pursuant to such registration.

8. REMEDIES.

8.1. Generally. The Company and each holder of Shares will have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder by the Company or any holder of Shares. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto will be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including, without limitation, preliminary or temporary relief) as may be appropriate in the circumstances.

8.2. Deposit. Without limiting the generality of Section 8.1, if any holder of Shares fails to deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 or 5 hereof, or a lost certificate affidavit in form and substance reasonably satisfactory to the purchaser, such purchaser may, at its option, in addition to all other remedies it may have, deposit the purchase price (including any promissory note constituting all or any portion thereof) for such Shares with any national bank or trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “Escrow Agent”) and the Company will cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares will

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terminate. Thereafter, upon delivery to such purchaser by such holder of the certificate or certificates evidencing such Shares (duly endorsed, or with stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed), or such lost certificate affidavit, such purchaser will instruct the Escrow Agent to deliver the purchase price (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser) to such holder.

9. LEGENDS.

9.1. Restrictive Legend. Each certificate representing Shares will have the following legend endorsed conspicuously thereupon:

The voting of the shares of stock represented by this certificate, and the sale, encumbrance or other disposition thereof, are subject to the provisions of an Amended and Restated Stockholders Agreement dated as of January 11, 2006, as amended from time to time, to which the issuer and certain of its stockholders are party, a copy of which may be inspected at the principal office of the issuer or obtained from the issuer without charge.

Each certificate representing Investor Shares will also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Investor:             .

Each certificate representing Other Investor Shares will also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Other Investor:             .

Each certificate representing Management Shares will also have the following legend endorsed conspicuously thereupon:

The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, the following Manager:             .

Any person who acquires Shares that are not subject to all or part of the terms of this Agreement will have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.

9.2. 1933 Act Legends. Each certificate representing Shares will have the following legend endorsed conspicuously thereupon:

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The securities represented by this certificate were issued in a private placement, without registration under the Securities Act of 1933, as amended (the “Act”), and may not be sold, assigned, pledged or otherwise transferred in the absence of an effective registration under the Act covering the transfer or an opinion of counsel, satisfactory to the issuer, that registration under the Act is not required.

9.3. Stop Transfer Instruction. The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

9.4. Termination of 1933 Act Legend. The requirement imposed by Section 9.2 hereof will cease and terminate as to any particular Shares (a) when, in the opinion of Ropes & Gray LLP, or other counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act or (b) when such Shares have been effectively registered under the Securities Act or transferred pursuant to Rule 144. Wherever (x) such requirement will cease and terminate as to any Shares or (y) such Shares will be transferable under paragraph (k) of Rule 144, the holder thereof will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in Section 9.2 hereof.

10. AMENDMENT, TERMINATION, ETC.

10.1. Oral Modifications. This Agreement may not be orally amended, modified, extended or terminated, nor will any oral waiver of any of its terms be effective.

10.2. Written Modifications. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Investors; provided, however, that (a) the consent of the Majority Other Investors will be required for any amendment, modification, extension, termination or waiver that has a material adverse effect on the rights of the holders of Other Investor Shares as such under this Agreement (b) the consent of the Majority Subdebt Investors will be required for any amendment, modification, extension, termination or waiver that has a material adverse effect on the rights of the Subdebt Investors as such or the Other Investors as such under this Agreement and (c) the consent of the Majority Managers will be required for any amendment, modification, extension, termination or waiver that has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement. Each such amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder.

10.3. Effect of Termination. No termination under this Agreement will relieve any Person of liability for breach prior to termination.

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11. DEFINITIONS.

For purposes of this Agreement:

11.1. Certain Matters of Construction. In addition to the definitions referred to or set forth below in this Section 11:

(a) The words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular Section or provision of this Agreement; reference to a particular Section of this Agreement will include all subsections thereof; and the word “including” will be construed as “including without limitation”;

(b) Definitions will be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(c) The masculine, feminine and neuter genders will each include the other.

11.2. Definitions. The following terms will have the following meanings:

11.2.1. “Adverse Claim” will have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.

11.2.2. “Affiliate” will mean, with respect to any specified Person, (a) any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise), (b) with respect to any natural Person, any Member of the Immediate Family of such natural Person and (c) with respect to York Street, its Affiliated Funds and Ontario Teachers’ Pension Plan Board and its Affiliated Funds.

11.2.3. “Affiliated Fund” will mean, with respect to any Person, each corporation, trust, limited liability company, general or limited partnership or other entity under common control with such Person.

11.2.4. “Agreement” will have the meaning set forth in the Preamble.

11.2.5. “Antares” will mean Antares Capital Corporation.

11.2.6. “Board” will have the meaning set forth in Section 2.1.

11.2.7. “Call Notice” will have the meaning set forth in Section 5.1.2.

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11.2.8. “Call Option” will have the meaning set forth in Section 5.1.

11.2.9. “Call Option Exercise Period” will have the meaning set forth in Section 5.1.2.

11.2.10. “Cause” with respect to any holder of Management Shares, (a) will have the meaning, if any, set forth in the employment agreement then in effect, if any, between such holder and the Company or its subsidiaries or (b) if there is no such meaning in such employment agreement or there is no such employment agreement then in effect, will mean, the following events or conditions, as determined by the Board in its reasonable judgment: (i) the refusal or failure to perform (other than by reason of disability), or material negligence or willful misconduct in the performance of the Manager’s duties and responsibilities to the Company or any of its Affiliates, or refusal or failure to follow or carry out any direction of the Board; (ii) the material breach by the Manager of any provision of any agreement to which the Manager and the Company or any of its Affiliates are party; (iii) the commission of fraud, embezzlement, theft or other dishonesty by the Manager; (iv) the conviction of the Manager of, or plea by the Manager of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; (v) the Manager’s abuse of drugs or alcohol while performing services for the Company; (vi) the Manager’s having obtained a loan from the Company without the approval of the Board; and (vii) any other conduct that involves a breach of fiduciary obligation on the part of the Manager or otherwise could reasonably be expected to have a material adverse effect upon the business, interests or reputation of the Company or any of its Affiliates.

11.2.11. “Change of Control” will mean (a) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the direct or indirect power to elect a majority of the members of the Board or (b) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, the Investors and their Affiliates will own less than 35% of the Equivalent Shares.

11.2.12. “Charter” will mean the Amended and Restated Certificate of Incorporation of the Company, as amended or restated from time to time.

11.2.13. “Class” will mean (a) in the case of Shares consisting of Preferred Stock, the Preferred Stock and (b) in the case of Shares consisting of Common Stock, the Common Stock.

11.2.14. “Closing” will have the meaning set forth in Section 1.1.

11.2.15. “Commission” will mean the Securities and Exchange Commission.

11.2.16. “Common Stock” will mean the common stock, par value $0.001 per share, of the Company.

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11.2.17. “Company” will have the meaning set forth in the Preamble.

11.2.18. “Convertible Securities” will mean any evidence of indebtedness, shares of stock (other than Common Stock) or other securities (other than Options and Warrants) that are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock.

11.2.19. “Cost” will mean, for any security, the price paid to the issuer for such security; provided, however, that (a) in the case of Shares consisting of Common Stock issued and outstanding as of the date hereof, such price will for purposes of Section 5 be deemed to be $10.00 and (b) in the case of Shares consisting of Preferred Stock issued and outstanding as of the date hereof, such price will for purposes of Section 5 be deemed to be $1,000.00.

11.2.20. “Covered Person” will have the meaning set forth in Section 7.4.1.

11.2.21. “Drag Along Notice” will have the meaning set forth in Section 4.2.1.

11.2.22. “Drag Along Sale Percentage” will have the meaning set forth in Section 4.2.

11.2.23. “Drag Along Sellers” will have the meaning set forth in Section 4.2.1.

11.2.24. “Equivalent Shares” shall mean, at any date of determination, (a) as to any outstanding shares of Common Stock, such number of shares of Common Stock and (b) as to any outstanding Options, Warrants or Convertible Securities which constitute Shares, the maximum number of shares of Common Stock for which or into which such Options, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined).

11.2.25. “Escrow Agent” will have the meaning set forth in Section 8.2.

11.2.26. “Exchange Act” will mean the Securities Exchange Act of 1934, as in effect from time to time.

11.2.27. “Existing Investors” will have the meaning set forth in the Recitals.

11.2.28. “Existing Stockholders Agreement” will have the meaning set forth in the Recitals.

11.2.29. “Fair Market Value” will mean, as of any date, as to any Share, the Board’s good faith determination of the fair value of such Share as of the applicable reference date.

11.2.30. “Indemnitee” will have the meaning set forth in Section 7.4.3.

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11.2.31. “Initial Public Offering” means the initial Public Offering registered on Form S-1 (or any successor form under the Securities Act).

11.2.32. “Initiating Investors” will have the meaning set forth in Section 7.1.1.

11.2.33. “Investor Shares” shall mean (a) all shares of capital stock of the Company originally issued to, or issued with respect to shares originally issued to, or held by, the Investor or any of its respective Permitted Transferees, whenever issued, including without limitation shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to the Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

11.2.34. “Investors” will have the meaning set forth in the Preamble.

11.2.35. “Issuance” will have the meaning set forth in Section 6.

11.2.36. “Majority Investors” will mean, as of any date, the holders of a majority of the Investor Shares consisting of Common Stock outstanding on such date.

11.2.37. “Majority Managers” will mean, as of any date, the holders of a majority of the Management Shares consisting of Common Stock outstanding on such date.

11.2.38. “Majority Other Investors” will mean, as of any date, the holders of a majority of the Other Investor Shares consisting of Common Stock outstanding on such date.

11.2.39. “Majority Subdebt Investors” will mean, as of any date, the holders of a majority of the Other Investor Shares held by the Subdebt Investors consisting of Common Stock outstanding on such date.

11.2.40. “Majority Participating Investors” will have the meaning set forth in Section 7.2.1.

11.2.41. “Management Shares” will mean (a) all shares of capital stock of the Company originally issued to, or issued with respect to shares originally issued to, or held by, a Manager, whenever issued, including without limitation all shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to a Manager (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities

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for all purposes of this Agreement except (i) for purposes of Section 6 and (ii) as otherwise specifically set forth herein).

11.2.42. “Managers” will have the meaning set forth in the Preamble.

11.2.43. “Members of the Immediate Family” will mean, with respect to any individual, each parent, spouse or child or other descendants of such individual, each trust created solely for the benefit of one or more of the aforementioned Persons and their spouses and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.

11.2.44. “Options” will mean any options to subscribe for, purchase or otherwise directly acquire Common Stock.

11.2.45. “Other Investor Shares” will mean (a) all shares of capital stock of the Company originally issued to, or issued with respect to shares originally issued to, or held by, an Other Investor, whenever issued, including without limitation all shares of Common Stock issued upon the exercise, conversion or exchange of any Options, Warrants or Convertible Securities and (b) all Options, Warrants and (except for purposes of Section 4.1) Convertible Securities originally granted or issued to an Other Investor (treating such Options, Warrants and Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Options, Warrants and Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein).

11.2.46. “Other Investors” will have the meaning set forth in the Preamble.

11.2.47. “Other Securities” will have the meaning set forth in Section 6.1.3.

11.2.48. “Panther” will have the meaning set forth in the Preamble.

11.2.49. “Participating Purchaser” will have the meaning set forth in Section 6.1.2.

11.2.50. “Participating Seller” will have the meaning set forth in Sections 4.1.2 and 4.2.1.

11.2.51. “Participation Notice” will have the meaning set forth in Section 6.1.1.

11.2.52. “Participation Offerees” will have the meaning set forth in Section 6.1.1.

11.2.53. “Participation Portion” will have the meaning set forth in Section 6.1.1.

11.2.54. “Permitted Transferee” will have the meaning set forth in Section 3.1.

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11.2.55. “Person” will mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

11.2.56. “Preferred Stock” will mean the Series A Redeemable Preferred Stock, par value $0.001 per share, of the Company.

11.2.57. “Price Per Equivalent Share” will mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities or Options that are the subject of an Issuance pursuant to Section 6 hereof.

11.2.58. “Prospective Purchaser” will mean any Person, including the Company, proposing to purchase shares from a Prospective Selling Investor.

11.2.59. “Prospective Selling Investor” will have the meaning set forth in Sections 4.1 and 4.2.

11.2.60. “Prospective Subscriber” will have the meaning set forth in Section 6.1.1.

11.2.61. “Public Offering” will mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.

11.2.62. “Purchased Shares” will have the meaning set forth in Section 5.1.1.2.

11.2.63. “Purchaser” will have the meaning set forth in the Recitals.

11.2.64. “Qualified Public Offering” will mean a Public Offering, other than any Public Offering or sale pursuant to a registration statement on Form S-8 or comparable form, in which the aggregate price to the public of all such common stock sold in such offering will exceed $50,000,000.

11.2.65. “Registrable Investor Securities” will have the meaning set forth in Section 7.1.1.

11.2.66. “Registrable Securities” will mean (a) all shares of Common Stock, (b) all shares of Common Stock issuable upon exercise, conversion or exchange of any Option, Warrant or Convertible Security and (c) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) and (b) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares will cease to be Registrable Securities when (v) such shares will have been Transferred in a Sale to which Section 4.1 or 4.2 apply, (w) a registration statement with respect to the sale of such securities will have become effective under the Securities Act and such securities will have been disposed of in accordance with such registration statement, (x) such

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securities will have been Transferred pursuant to Rule 144, (y) subject to the provisions of Section 9 hereof, such securities will have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer will have been delivered by the Company and subsequent disposition of them will not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144) or (z) such securities will have ceased to be outstanding.

11.2.67. “Regulation D” will mean Regulation D under the Securities Act.

11.2.68. “Rule 144” will mean Rule 144 under the Securities Act (or any successor Rule).

11.2.69. “Rule 145 Transaction” will mean a registration on Form S-4 pursuant to Rule 145 of the Securities Act (or any successor Form or provision, as applicable).

11.2.70. “Sale” and “Sell” will mean a Transfer for value.

11.2.71. “Securities Act” will mean the Securities Act of 1933, as in effect from time to time.

11.2.72. “Shares” will mean all Investor Shares, Other Investor Shares and Management Shares.

11.2.73. “Sokolowski” will have the meaning set forth in the Preamble.

11.2.74. “Sokolowski Transferees” will mean Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98, Steven D. Wharton, Michael F. Stopka, John J. Sliter and Richard J. Buffington.

11.2.75. “Stock Purchase Agreement” will have the meaning set forth in the Recitals.

11.2.76. “Stockholders” will have the meaning set forth in the Preamble.

11.2.77. “Subdebt Investors” will mean York Street Mezzanine Partners, L.P. and Cumis Insurance Society, Inc. and such other Person who from time to time becomes party hereto by executing a counterpart signature hereto and are designated by the Board as “Subdebt Investors”.

11.2.78. “Subject Securities” will have the meaning set forth in Section 6.

11.2.79. “Subscription Agreement” will have the meaning set forth in the Recitals.

11.2.80. “Successor Securities” will have the meaning set forth in Section 4.1.7.

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11.2.81. “Tag Along Notice” will have the meaning set forth in Section 4.1.1.

11.2.82. “Tag Along Offerees” will have the meaning set forth in Section 4.1.1.

11.2.83. “Tag Along Sale Percentage” will have the meaning set forth in Section 4.1.1.

11.2.84. “Tag Along Sellers” will have the meaning set forth in Section 4.1.2.

11.2.85. “Termination Event” will mean any event specified in Section 5.1 that gives rise to any of the call rights specified therein.

11.2.86. “Transfer” will mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

11.2.87. “Warrants” will mean any warrants to subscribe for, purchase or otherwise directly acquire Common Stock.

12. MISCELLANEOUS.

12.1. Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and will not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. Except where the context otherwise requires, Acquisition will be jointly and severally liable for all obligations of the Company pursuant to this Agreement.

12.2. Notices. Any notices and other communications required or permitted in this Agreement will be effective if in writing and (a) delivered personally or (b) sent (i) by Federal Express, DHL or UPS or (ii) by registered or certified mail, postage prepaid, in each case, addressed as follows:

If to the Company or to an Investor, to them:

c/o Fenway Partners, Inc.

152 West 57^th Street

New York, NY 10019

Attn: Timothy P. Mayhew and Joseph Domonkos

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with a copy (which will not constitute notice) to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Attention: C. Todd Boes

If to an Other Investor or a Manager, to him at the address set forth on Schedule I or in the stock record book of the Company if not so listed on Schedule I.

Notice to the holder of record of any shares of capital stock will be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications will be deemed effective (a) on the date received, if personally delivered, (b) two business days after being sent by Federal Express, DHL or UPS and (c) three business days after deposit with the U.S. Postal Service, if sent by registered or certified mail. Each of the parties hereto will be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

12.3. Binding Effect, Etc. Except for restrictions on Transfer of Shares set forth in other agreements, plans or other documents, this Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and will be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.

12.4. Descriptive Headings. The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and will not be construed to define or limit any of the terms or provisions hereof.

12.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one instrument.

12.6. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it will not invalidate, render unenforceable or otherwise affect any other provision hereof.

12.7. No Effect Upon Lending Relationship. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall affect, limit or impair the rights and remedies of Antares Capital Corporation or any other lender under any credit agreement in their capacity as a lender(s) to the Company or any of its subsidiaries pursuant to any agreement under which the Company or any of its subsidiaries has borrowed money. Without limiting the generality of

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the foregoing, any such Person, in exercising its rights as a lender, including making its decision on whether to foreclose on any collateral security, will have no duty to consider (i) its status or the status of any of its Affiliates as a direct or indirect stockholder of the Company, (ii) the interests of the Company or (iii) any duty it may have to any other direct or indirect stockholder of the Company, except as may be required under the applicable loan documents or by commercial law applicable to creditors generally.

13. GOVERNING LAW.

13.1. Governing Law. This Agreement will be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

13.2. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard will be deemed to be included in clause (a) above. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12.2 hereof is reasonably calculated to give actual notice.

13.3. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED

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WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 13.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. A NY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 13.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

13.4. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement will impair any such right, power or remedy, nor will it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor will any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[The remainder of this page is intentionally left blank. Signatures follow.]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	PTHR HOLDINGS, INC.
	By:	/s/ Marc Kramer
		Name:
		Title:
THE INVESTORS:	FENWAY PANTHER HOLDINGS, LLC
	By:	/s/ Marc Kramer
		Name:
		Title:

MANAGEMENT:	/s/ John Sliter
	John Sliter
	/s/ Richard Buffington
	Richard Buffington
	/s/ Steven Wharton
	Steven Wharton
	/s/ Michael Stopka
	Michael Stopka
	/s/ Phil Ratcliff
	Phil Ratcliff
	/s/ Jeff Sokolowski
	Jeff Sokolowski
	/s/ Chris Koehring
	Chris Koehring
	/s/ Chris French
	Chris French
	/s/ Jeff St. Pierre
	Jeff St. Pierre
	/s/ Jon Garity
	Jon Garity

ANTARES CAPITAL CORPORATION
By:	/s/ Steven J. Robinson
	Name: Steven J. Robinson
	Title: Director

YORK STREET MEZZANINE PARTNERS, L.P.
By:	York Street Capital Partners, L.L.C., its general partner
By:	/s/ Robert M. Golding
	Name: Robert M. Golding
	Title: Managing Director

CUMIS INSURANCE SOCIETY INC.
By:	/s/ John W. Petchler
	Name: John W. Petchler
	Title: Senior Vice President
CUNA MUTUAL INSURANCE SOCIETY
By:	/s/ John W. Petchler
	Name: John W. Petchler
	Title: Senior Vice President
MEMBERS LIFE INSURANCE COMPANY
By:	/s/ John W. Petchler
	Name: John W. Petchler
	Title: Senior Vice President
CUNA MUTUAL LIFE INSURANCE COMPANY
By:	/s/ John W. Petchler
	Name: John W. Petchler
	Title: Senior Vice President

MANAGEMENT:	Phil Ratcliff
	Jeff Sokolowski
	Chris Koehring
	Chris French
	Jeff St. Pierre
	Jon Garity
	Daniel K. Sokolowski
	John J. Sliter
	Richard J. Buffington
	Steven D. Wharton

Schedule I

Capital Stock

Preferred Stock

Holder	Number of Shares
Fenway Panther Holdings, LLC c/o Fenway Partners, Inc. 152 W. 57th Street New York, NY 10019	16,335.84
Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 c/o Daniel K. Sokolowski 4090 Huffman Road Medina, Ohio 44256	2,020.65
Steven D. Wharton 1012 Farmview Drive P.O. Box 57 Waterville, OH 43566	182
Michael F. Stopka 2501 Monteaine Drive Charlotte, NC 28270	182
John J. Sliter 2917 Woodhaven Drive Medina, OH 44256	80.12
Richard J. Buffington 35525 Michael Drive Solon, OH 44138	80.12
Antares Capital Corporation 311 South Wacker Drive, Suite 4400 Chicago, Illinois 60606 Attn: Portfolio Manager – Panther	104.05
with a copy to: (which shall not constitute notice to Antares)

I-1

Holder	Number of Shares
Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, Illinois 60661 Attn: Scott E. Lyons Fax: (312) 577-8854
York Street Mezzanine Partners, L.P. c/o York Street Capital Partners, L.L.C. One Pluckemin Way Bedminster, New Jersey 07921	1,599.31
CUMIS Insurance Society, Inc. 5910 Mineral Point Road Madison, WI 53705	639.73
TOTAL	21,223.81

Common Stock

Holder	Number of Shares
Fenway Panther Holdings, LLC	2,355,000.00
Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98	291,300.00
Steven D. Wharton	7,800.00
Michael F. Stopka	7,800.00
John J. Sliter	11,550.00
Richard J. Buffington	11,500.00
Antares Capital Corporation	15,000.00
York Street Mezzanine Partners, L.P.	232,707.79
CUNA Mutual Insurance Society	27,924.94
CUMIS Insurance Society	13,962.47
Members Life Insurance Company	9,308.31
CUNA Mutual Life Insurance Company	41,887.40
TOTAL	3,025,790.91

I-2

EX-10.26

Exhibit 10.26

PANTHER EXPEDITED SERVICES, INC.

2005 EQUITY INCENTIVE PLAN

1. DEFINED TERMS; EFFECTIVE DATE

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. This amendment and restatement of the Plan (previously known as the PTHR Holdings, Inc. 2005 Equity Incentive Plan) shall take effect on the date it is approved by the stockholders of the Company.

2. PURPOSE

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Awards.

3. ADMINISTRATION

The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Awards; prescribe forms, rules and procedures for the administration of the Plan; and otherwise do all things necessary to carry out the purposes of the Plan. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent with qualifying the Award for that exception. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.

4. LIMITS ON STOCK OPTIONS GRANTED UNDER THE PLAN

(a) Number of Shares. The number of shares of Stock available for delivery in satisfaction of Awards under the Plan shall be determined in accordance with the Section 4(a).

(1) Subject to 7(b), the maximum number of share of Stock that may be delivered in satisfaction of Awards under the Plan shall be 650,000 shares of Stock. For purposes of the preceding sentence, shares of Stock shall be treated as unused Plan shares if they were subject to awards under the Plan that were outstanding on the day preceding the Effective Date to the extent such Plan awards are exercised or are satisfied, or terminate or expire, on or after the Effective Date without the delivery of such shares. The number of shares of Stock delivered in satisfaction of Awards shall, for purpose of the first sentence of this Section 4(a)(1), be determined net of shares of Stock (a) withheld by the Company in payment of the exercise price of the Award or in satisfaction of tax withholding requirements with respect to the Award, or (b) awarded under the Plan as Restricted Stock but thereafter forfeited, or (c) made subject to an Award that is exercised or satisfied, or that terminates or expires, without the delivery of such shares. Any share of Stock delivered in satisfaction of an Award shall reduce the number of shares remaining available under this Section 4(a) by one (1).

(2) To the extent consistent with the requirements of Section 422 and with other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan.

(b) Type of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan.

(c) Section 162(m) Limits. Subject to Section 7(b), the maximum number of shares of Stock for which Stock Options may be granted to any person in any calendar year and the maximum number of shares of Stock

subject to SARs granted to any person in any calendar year shall each be 100,000, and the maximum number of shares subject to other Awards granted to any person in any calendar year shall be 100,000 shares. The provision of this Section 4(c) shall apply to the extent required under, and shall be construed in a manner consistent with, Section 162(m).

5. ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its subsidiaries who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its subsidiaries. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.

6. RULES APPLICABLE TO AWARDS

(a) All Awards

(1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein. By accepting any Award granted hereunder, the Participant agrees to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are assumed in connection with the acquisition of such company, or awards issued in substitution for acquired-company awards, may contain terms and conditions that are inconsistent with the terms and conditions specified herein as determined by the Administrator in its sole discretion.

(2) Term of Plan. No Awards may be granted after July 25, 2015, but previously granted Awards may continue in accordance with their terms beyond that date.

(3) Transferability. Neither ISOs nor, except as the Administrator otherwise expressly provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by the Participant.

(4) Vesting, Etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, immediately upon the cessation of the Participant’s Employment, each Award requiring exercise that is then held by the Participant or the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited, except that:

(A) subject to (B) and (C) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) the period ending sixty days after such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will terminate immediately thereafter;

(B) all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the 120-day period commencing on the date of the Participant’s death or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will terminate immediately thereafter; and

(C) all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation results from the termination of the Participant’s Employment for Cause.

(5) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law).

(6) Dividend Equivalents, Etc. The Administrator may provide for the payment of amount in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A to the extent applicable.

(7) Rights Limited. Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its subsidiaries, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Stock Options will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or subsidiaries to the Participant.

(8) Section 162(m). This Section 6(a)(8) applies to any Performance Award intended to qualify as performance-based for the purposes of Section 162(m) other than a Stock Option or SAR. In the case of any Performance Award to which this Section 6(a)(8) applies, the Plan and such Award will be construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance Awards, the Administrator will pre-establish, in writing, one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)). Prior to grant, vesting or payment of the Performance Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and such determination will be final and conclusive. No Performance Award to which this Section 6(a)(8) applies may be granted after the first meeting of the stockholders of the Company held in 2011 until the listed performance measures set forth in the definition of “Performance Criteria” (as originally approved or as subsequently amended) have been resubmitted to and reapproved by the stockholders of the Company in accordance with the requirements of Section 162(m) of the Code, unless such grant is made contingent upon such approval.

(b) Awards Requiring Exercise

(1) Time and Manner of Exercise. Unless the Administrator expressly provides otherwise, an Award requiring exercise will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

(2) Section 409A Exemption. Except as the Administrator otherwise determines, no Award requiring exercise shall have deferral features, or shall be administered in a manner, that would cause such Award to fail to qualify for exemption from Section 409A.

(3) Exercise Price. Unless the Administrator provides otherwise in an Award, the exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, 110%) of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. No such Award, once granted, may be repriced other than in accordance with the applicable stockholder approval requirements of the National Association of Securities Dealers Automated Quotation System. Fair market value shall be determined by the Administrator consistent with the requirements of Section 422 and Section 409A.

(4) Payment of Exercise Price. Subject to Section 6(a)(5) and the terms and provisions of the applicable Stock Option, where the exercise of a Stock Option is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment as follows: all payments will be by

cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of shares of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a fair market value (as determined in good faith by the Administrator) equal to the exercise price, (ii) through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the Administrator or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares of payment of the exercise priced under 6(b)(4)(i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

7. EFFECT OF CERTAIN TRANSACTIONS

(a) MERGERS, ETC.

Except as otherwise provided in an Award, the following provisions shall apply in the event of a Covered Transaction:

(1) Assumption or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption of some or all outstanding Awards or for the grant of new stock options in substitution therefor, by the acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as the Administrator determines in its sole discretion.

(2) Cash-Out of Awards. If the Covered Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide for payment (“cash-out”), with respect to some or all Awards, equal in the case of each affected Award to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award, over (B) the aggregate exercise or purchase price, if any, under the Award (in the case of an SAR, the aggregate base price above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and on the terms, and subject to such conditions, as the Administrator determines.

(3) Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is no such assumption, substitution or cash-out, each Award requiring exercise will become fully exercisable, and the delivery of shares of Stock deliverable under each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units), will be accelerated and such shares will be delivered prior to the Covered Transaction, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.

(4) Termination of Awards Upon Consummation of Covered Transaction. Each Award (unless assumed pursuant to Section 7(a)(1) above), other than outstanding shares of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to Section 7(a)(5) below), will terminate upon the consummation of the Covered Transaction.

(5) Additional Limitations. Any share of Stock delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject. In the case of Restricted Stock, the Administrator may required that any amounts delivered, exchanged or otherwise paid of respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

(6) Section 409A. Notwithstanding the foregoing provisions of this Section 7(a), Awards subject to and intended to satisfy the requirements of Section 409A shall be construed and administered consistent with such intent.

(b) CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

(1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator will make appropriate adjustments to the maximum number of shares specified in Section 4(a) that may be delivered under the Plan and to the maximum share limits described in 4(c), and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.

(2) Certain Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines, in its sole discretion, that such adjustments are appropriate to avoid distortion in the operation of the Plan and to maintain the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable.

(3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.

8. LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Stock Option, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

9. AMENDMENT AND TERMINATION

The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided , that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the granting of the Award. Any amendment to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code), as determined by the Administrator.

10. OTHER COMPENSATION ARRANGEMENTS

The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to award a person bonuses or other compensation in addition to Awards under the Plan.

11. MISCELLANEOUS

(a) Waiver of Jury Trial. By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before

a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.

(b) Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company nor the Administrator, nor any person acting on behalf of either of them, shall be liable to any Participant or to the estate or beneficiary of any Participant by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Sections 422 or 409A or by reason of Section 4999 of the Code; provided , that nothing in this Section 11(b) shall limit the ability of the Administrator or the Company to provide by express agreement with a Participant for a gross-up payment or other payment in connection with any such tax or additional tax.

EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

“Administrator”: The Board, except that the Board may delegate (i) to one or more of its members such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by Section 157(c) of the Delaware General Corporation Law; (iii) to one or more officers of the Company the authority to allocate Stock Options among such persons (other than officers of the Company) eligible to receive Stock Options under the Plan as such delegated officer or officers determine consistent with such delegation; provided , that with respect to any delegation described in this clause (iii) the Board (or a properly delegated member or members of the Board) shall have authorized the issuance of a specified number of shares of Stock under such Stock Options and shall have specified the consideration, if any, to be paid therefor; and (iv) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding sentence, the term “Administrator” shall include the person or persons so delegated to the extent of such delegation. If the Board or such other committee includes member who are not “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or “outside directors” within the meaning of paragraph 4(c)(i) of Section 162(m), it shall act and shall be deemed to have acted, in any case where it would be required to do so with respect to Awards to directors or executive officers of the Company to ensure exemption under Rule 16b-3 or Section 162(m), through a subcommittee consisting solely of its non-employee and outside director members.

“Affiliate”: Any person that stands in a relationship to the Company that would result in the Company and such person being treated as one employer under Section 414(b) and Section 414(c) of the Code, in accordance with the definition of “service recipient” under Section 409A of the Code. For purposes of determining eligibility for the grant of a Stock Option or SAR by reason of service with an Affiliate, the term Affiliate shall be limited to persons that stand in a relationship to the Company that would result in the Company and such person being treated as one employer under Section 414(b) and Section 414(c) of the Code except that “at least 50%” shall be substituted for “at least 80%” under Sections 1563(a)(1), (2), and (3) of the Code and Treas. Reg. Section 1.414(c)-2, all in accordance with the definition of “service recipient” under Section 409A of the Code.

“Award”: Any or a combination of the following:

(i) Stock Options.

(ii) SARs.

(iii) Restricted Stock.

(iv) Unrestricted Stock.

(v) Stock Units, including Restricted Stock Units.

(vi) Performance Awards.

(vii) Cash Awards.

(viii) Awards (other than Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.

“Board”: The Board of Directors of the Company.

“Cash Award”: An Award denominated in cash.

“Cause”: with respect to any Participant, (a) shall have the meaning, if any, set forth in the employment agreement then in effect, if any, between such holder and the Company or its subsidiaries or (b) if there is no

such meaning in such employment agreement or there is no such employment agreement then in effect, shall mean, the following events or conditions, as determined by the Administrator in its reasonable judgment: (i) the refusal or failure to perform (other than by reason of disability), or material negligence in the performance of the Employee’s duties and responsibilities to the Company or any of its Affiliates, or refusal or failure to follow or carry out any direction of the Board; (ii) the material breach by the Employee of any provision of any agreement to which the Employee and the Company or any of its Affiliates are party; (iii) the commission of any felony, fraud, embezzlement, theft or other act involving dishonesty or moral turpitude by the Executive; (iv) the Employee’s abuse of drugs or alcohol while performing services for the Company; or (v) any other conduct that involves a breach of fiduciary obligation on the part of the Employee or otherwise could reasonably be expected to have a material adverse effect upon the business, interests or reputation of the Company or any of its Affiliates.

“Change of Control”: (i) any change in the ownership of the capital stock of the Company if, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Company and its Affiliates, will have the direct or indirect power to elect a majority of the members of the Board, or (ii) any sale or other disposition of all or substantially all of the assets of the Company (including without limitation by way of a merger or consolidation or through the sale of all or substantially all of the stock or other equity interests of its direct or indirect subsidiaries or sale of all or substantially all of the assets of the Company and its direct or indirect subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Company and its Affiliates, will have the power to elect a majority of the members of the board of directors (or other similar governing body) of the Change of Control Transferee.

“Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect. Any reference to a provision of the Code shall include, as determined by the Administrator, a reference to applicable regulations and Internal Revenue Service guidance with respect to such provision.

“Company”: PTHR Holdings, Inc., a Delaware corporation.

“Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer.

“Employee”: Any person who is employed by the Company or one of its subsidiaries.

“Employment”: A Participant’s employment or other service relationship with the Company and its subsidiaries. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or its subsidiaries. If a Participant’s employment or other service relationship is with a subsidiary and that entity ceases to be a subsidiary, the Participant’s Employment will be deemed to have terminated when the entity ceases to be a subsidiary unless the Participant transfers Employment to the Company or its remaining subsidiaries.

“ISO”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.

“Participant”: A person who is granted an Award under the Plan.

“Performance Award”: An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify.

“Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.

“Person”: Any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Plan”: The PTHR Holdings, Inc. 2005 Equity Incentive Plan as from time to time amended and in effect.

“Section 162(m)”: Section 162(m) of the Code.

“Section 409A”: Section 409A of the Code.

“Section 422”: Section 422 of the Code.

“SAR”: A right entitling the holder upon exercise to receive an amount (payable in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the fair market value of such shares at the date of grant.

“Stock”: Common Stock of the Company, par value $0.01 per share.

“Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price.

“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.

“Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award.

EX-10.27

Exhibit 10.27

PANTHER EXPEDITED SERVICES, INC.

STOCK OPTION

FORM OF OPTION CERTIFICATE

This stock option is granted by PTHR Holdings, Inc., a Delaware corporation (the “Company”), to «Name» (the “Participant”), pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.

1. Grant of Option.

(a) This certificate evidences the grant by the Company on                     , 2006 to the Participant of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, a total of              shares of Common Stock, par value $0.01 per share of the Company (the “Shares”) at an exercise price of $              per Share.

(b) The latest date on which this option may be exercised (the “Final Exercise Date”) is the earlier of (i) the tenth anniversary of the date hereof or (ii) the termination hereof in accordance with this certificate or the Plan.

(c) The option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Vesting during Employment. During the Participant’s Employment, this option shall become vested only as provided in this Section 2 and in Section 4. A portion of the option shall become vested on each of [                    , 2006], [                    , 2007], [                    , 2008], [                    , 2009] and [                    , 2010]. The portion of the option which shall become vested on                     , [2006] shall equal the product of (i) the aggregate number of Shares subject to the option multiplied by (ii) 0.100. The portion of the option which shall become vested on each of [                    , 2007], [                    , 2008], [                    , 2009] and [                    , 2010] shall equal the product of (i) the aggregate number of shares subject to the option multiplied by (ii) 0.225.

3. Vesting After Termination of Employment. Except as provided in this Section 3, no portion of this option shall become vested after the Participant’s Employment is terminated.

(a) Death. If the Participant’s Employment is terminated by reason of the Participant’s death, then:

(A) the portion of the option that has become vested prior to the date of the Participant’s death shall be exercisable by the Participant’s heirs, executors, administrator or estate at any time on or prior to the earlier of (A) the date which is 120 days after the date of the Participant’s death and (B) the Final Exercise Date, after which time such portion of the option shall terminate;

(B) the portion of the option that has not become vested prior to the date of the Participant’s death shall immediately terminate.

(b) Termination for Cause. Notwithstanding any other provision of this option, if the Participant’s Employment is terminated for Cause, then this option, to the extent not previously exercised, shall expire and terminate immediately in its entirety, whether or not all or any portion of this option has become vested.

(c) Other Termination. If the Participant’s Employment is terminated by reason other than the Participant’s death or for Cause, then:

(A) the portion of this option that has become vested prior to the date of such termination of Employment shall be exercisable by the Participant at any time on or prior to the earlier of (A) the date which is 60 days after the date of such termination of Employment and (B) the Final Exercise Date, after which time such portion of the option shall terminate; and

(B) the portion of the option that has not become vested prior to the date of such termination of Employment shall immediately terminate.

4. Vesting upon Change of Control. If (i) any Change of Control occurs prior to the tenth anniversary of the date hereof and (ii) the Participant is continuously employed by the Company or any of its subsidiaries during the period from the date hereof until the time of such Change of Control, then any portion of the option which has not become vested pursuant to Section 2 above prior to the date of such Change of Control shall become vested immediately prior to such Change of Control. The option shall terminate in its entirety upon the consummation of such Change Of Control.

5. Exercise of Option.

Each election to exercise this option shall be in writing, signed by the Participant or the Participant’s executor, administrator, or legally appointed representative (in the event of the Participant’s incapacity) or the person or persons to whom this option is transferred by will or the applicable laws of descent and distribution (collectively, the “Option Holder”), and received by the Company at its principal office, accompanied by this certificate and payment in full as provided in the Plan. Subject to the further terms and conditions provided in the Plan, the purchase price may be paid by cash or check acceptable to the Administrator or, subject to Section 7 below, through the delivery of shares of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a fair market value (as determined in good faith by the Administrator) equal to the exercise price, or, if so permitted by the Administrator in its sole discretion, (i) at such time, if any, as the Stock is publicly traded, through a broker-assisted exercise program acceptable to the Administrator, (ii) by other means acceptable to the Administrator, or (iii) by any combination of the foregoing permissible forms of payment. In the event that this option is exercised by an Option Holder other than the Participant, the Company shall be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise this option.

6. Equitable Adjustments. In the event that on or before the Final Exercise Date, the Company or any of its subsidiaries shall receive additional equity contributions, or make any acquisitions of any business (by merger, stock or asset purchase, consolidation or otherwise) or dispose of any significant assets of the business of the Company or any of its subsidiaries, the Administrator, in its sole judgment and after consultation with the senior management of the Company, may make any adjustments as may be necessary to equitably reflect the effects of such events.

7. Withholding.

If at the time this option is exercised the Company determines that under applicable law and regulations it could be liable for the withholding of any federal or state tax upon exercise or with respect to a disposition of any Shares acquired upon exercise of this option, this option may not be exercised unless the person exercising this option remits to the Company any amounts determined by the Company to be required to be withheld upon exercise (or makes other arrangements satisfactory to the Company for the payment of such taxes).

8. Nontransferability of Option.

This option is not transferable by the Participant otherwise than by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant (or in the event of the Participant’s incapacity, the person or persons legally appointed to act on the Participant’s behalf).

9. Effect on Employment.

Neither the grant of this option, nor the issuance of Shares upon exercise of this option, shall give the Participant any right to be retained in the employ of the Company, affect the right of the Company to discharge or discipline such Participant at any time or affect any right of such Participant to terminate his or her Employment at any time.

10. Provisions of the Plan.

This option is subject to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of this option has been furnished to the Participant. By accepting the award of this option, the Participant acknowledges and agrees to be bound by the terms of the Plan and this certificate.

IN WITNESS WHEREOF, the Company has caused this option to be executed by its duly authorized officer.

PANTHER EXPEDITED SERVICES, INC.
By:
	Name:
	Title:

Dated:                     

ACCEPTANCE AND AGREEMENT OF PARTICIPANT

As of the date first written above, the undersigned, as the Participant named in the option, hereby accepts all of the terms set forth in the option and the Plan and agrees that all of such terms shall be legally binding upon the undersigned and each of the undersigned’s successors, assigns, legal representatives, executors, administrators and heirs.

[Name]

EX-10.30

Exhibit 10.30

Panther Expedited Services, Inc.

Cash Incentive Plan

January 7, 2010

The following sets forth terms of the Cash Incentive Plan for specified members of management and directors of Panther Expedited Services, Inc. and its subsidiaries.

Plan:	The Cash Incentive Plan shall be referred to as the Panther Cash Incentive Plan (“CIP”).
Eligibility:	Certain members of management and of the Board shall be eligible to participate in the CIP. The Board shall award interests in the CIP to members of management and directors who the Board considers to be in a position to enhance the success of Panther Expedited Services, Inc. (the “Company”).
Interests:	The interests in the CIP shall be referred to as “Units” and each grant of Units shall be evidenced by a certificate, in the form attached as Exhibit A hereto, executed by the Company. Up to [1,000,000] Units may be issued under the CIP (such maximum amount of Units being the “Maximum Unit Amount”).
	Each holder of Units shall be referred to as a “Unitholder”. A Unitholder who is a member of management shall be referred to as a “Management Unitholder”. A Unitholder who is a member of the Board or the board of directors of any subsidiary of the Company (and not a member of management) shall be referred to as a “Board Unitholder”.
Vesting:	Unless otherwise determined by the Board, the Units granted to each Unitholder will be subject to vesting and shall only vest upon a Liquidity Event (as defined below). Vested Units shall be settled as provided under “Payment” below.
	Notwithstanding the foregoing, vesting for any Units may be accelerated at any time in the discretion of the Board.
	The amount of a Unitholder’s Units that are vested and outstanding on any given date divided by the Maximum Unit Amount shall hereinafter be referred to as such Unitholder’s “Vested Percentage” as of such date.
Payment:	Upon the occurrence of a Liquidity Event, subject to the other limitations set forth herein, each Unitholder shall have the right to receive from the Company (or its designee) a cash payment (each a “Payment”) in the following amounts:

	- An amount equal to (x) the lesser of (i) all Net Proceeds and (ii) $2 million (provided that in no event shall (x) be less than $0), multiplied by (y) the Vested Percentage for such Unitholder; plus
	- An amount equal to (x) the lesser of (i) all Net Proceeds minus $20 million and (ii) 0.5 times the Invested Capital minus $20 million (provided that in no event shall (x) be less than $0), multiplied by (y) 0.1, multiplied by (z) the Vested Percentage for such Unitholder; plus
	- An amount equal to (x) the lesser of (i) all Net Proceeds minus 0.5 times the Invested Capital, and (ii) 0.75 times the Invested Capital (provided that in no event shall (x) be less than $0), if any, multiplied by (y) 0.125, multiplied by (z) the Vested Percentage for such Unitholder; plus
	- An amount equal to (x) the lesser of (i) all Net Proceeds minus 1.25 times the Invested Capital, and (ii) 0.5 times the Invested Capital (provided that in no event shall (x) be less than $0), if any, multiplied by (y) 0. 15, multiplied by (z) the Vested Percentage for such Unitholder; plus
	- An amount equal to (x) all Net Proceeds in excess of 1 .75 times the Invested Capital, if any, multiplied by (y) 0.20, multiplied by (z) the Vested Percentage for such Unitholder.
The Payment shall be made as soon as reasonably practicable following the Liquidity Event, but in no event will the Payment be made later than March 15th of the calendar year following the year in which such Liquidity Event occurs. In order to receive a Payment, (a) a Management Unitholder must remain continuously employed by the Company and (b) a Board Unitholder must remain in continuous service as a Board member, in each case, on the date of payment hereunder.
In the event that Net Proceeds includes non-cash consideration, the Board may decide, in its sole discretion, to pay a percentage of any Payment due to a Unitholder in the form of such non-cash consideration, provided that the payment of such non-cash consideration to a Unitholder does not violate any applicable laws and regulations, including federal and state securities laws and regulations, and provided that any such non-cash method of payment does not result in an impermissible deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
In the event that prior to the occurrence of a Liquidity Event and prior to January 7, 2020, there is an initial public offering of the common equity of the Company on a Registration Statement on Form S-1 (or any successor form), all Units then outstanding shall immediately terminate and shall

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	immediately be converted into common stock or a comparable equity security which, in the judgment of the Board, shall be of equal value as determined by the Board, subject to any lock-up mandated by the underwriters (but not less than 180 days), if applicable. Such shares will be subject to certain resale restrictions, including (i) restrictions mandated by applicable securities laws and (ii) a limit on the number of shares each Unitholder may resell, regardless of employment status, to a percentage of the total number of shares of the Company held by such Unitholder as a result of his participation in the CIP equal to the percentage of shares of the Company resold by Fenway Partners, Inc. and their affiliates as of any given date. A Unitholder shall be required to remit to the Company the amount necessary to satisfy all applicable federal, state and local taxes required by applicable law to be withheld with respect to any common stock or other equity securities so delivered hereunder. The Board, in its discretion, shall be entitled to withhold from the common stock or other equity securities that would otherwise be delivered hereunder a number of shares or other securities having a fair market value sufficient to satisfy the minimum statutory amount of any withholding obligations.
	In the event there is a merger or similar transaction in which the Company is not the surviving entity and which does not constitute a Liquidity Event, the Board shall, in its sole discretion, (i) accelerate all payment obligations with respect to all Units then outstanding under the CIP and thereafter terminate the CIP, (ii) have such surviving or acquiring entity assume all obligations under the CIP or (iii) provide replacement benefits, which, in the judgment of the Board, satisfy the requirements of Section 409A of the Code and are substantially equivalent to the Units awarded under the CIP; provided, however, that any such replacement benefits will be payable only upon the occurrence of a Liquidity Event or at a time and in a form that otherwise satisfies the requirements of Section 409A of the Code applicable to deferred compensation.
	The amounts payable under the CIP (or upon conversion of the Units as provided in the paragraph above) are intended to be exempt from the requirements of Section 409A of the Code applicable to deferred compensation.
Key Definitions:	“Board” shall mean the Board of Directors of the Company or the comparable governing board of any successor to the Company.
	“Equity Investors” shall mean a holder of the preferred stock or common stock of the Company as of January 7, 2010.
	“Liquidity Event” shall mean a transaction or series of transactions in which the Equity Investors have received Net Proceeds involving (a) a sale of all or substantially all of the assets of the Company (an “Asset Sale”); (b) a sale of all of the common stock of the Company, including by way of merger (a “Stock Sale”); or (c) a recapitalization of the Company with a

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	redemption, dividend or other distribution (other than a tax distribution) to the holders of the preferred stock or common stock of the Company.
	“Net Proceeds” shall mean all proceeds received by the Equity Investors from a Liquidity Event, net of (a) all purchase price adjustments, transaction expenses, fees and costs (including without limitation payments made pursuant to the CIP), (b) any payments made to any Equity Investors as a result of such Equity Investors holding any of the 14.0% Senior Subordinated Notes dated January 11 , 2006 issued by a subsidiary of the Company and/or any senior debt issued by the Company or any of its subsidiaries, and (c) $62,850,000; provided, however, that notwithstanding anything to the contrary contained herein, in the event that the Company and its subsidiaries, or any future parent thereof, issues any additional debt, debt-based securities, equity or equity-based securities (“Additional Issuances”) after January 7, 2010 in connection with (i) any additional capital contributions to the Company, (ii) any new debt issuances by the Company or its subsidiaries, or (iii) any direct or indirect acquisition by the Company or its subsidiaries of any business enterprise (whether by merger, consolidation, share exchange, sale or acquisition of stock or assets or similar transaction), “Net Proceeds” shall mean all proceeds received by the Investors from a Liquidity Event, net of (i) all purchase price adjustments, transaction expenses, fees and costs (including without limitation payments made pursuant to the CIP), (ii) any payments made to any Equity Investors as a result of such Equity Investors holding any of the 14.0% Senior Subordinated Notes dated January 11, 2006 issued by a subsidiary of the Company and/or any senior debt issued by the Company or any of its subsidiaries, (iii) $62,850,000, (iv) the value of all such Additional Issuances as of the date of issuance and (v) any accrued interest or dividend on such Additional Issuances (collectively, (i), (ii), (iii), (iv) and (v) being, the “Invested Capital”). Any non-cash consideration received by the Equity Investors from a Liquidity Event shall be valued in good faith by the Board.
Multiple Liquidity Events:	In the event that after the occurrence of one Liquidity Event, a subsequent Liquidity Event occurs while the Equity Investors continue to hold outstanding preferred or common stock of the Company or any future parent representing a majority of the economic and voting interests in the Company, the Net Proceeds used in calculating the amount payable under the CIP upon such subsequent Liquidity Event shall be determined by first adding the Net Proceeds from all prior Liquidity Events to the Net Proceeds of the subsequent Liquidity Event to calculate the Payment as set forth above, and second subtracting from the amount of such Payment the value of all Payments previously distributed under the CIP.
Termination:	The CIP shall immediately and automatically terminate without any payment due to Unitholders in the event (i) any Liquidity Event occurs, if following such event the Equity Investors hold outstanding common stock

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	in the Company or any future parent representing, directly or indirectly, less than a majority of the economic and voting interests in the Company, or (ii) the Company or any future parent is dissolved, becomes insolvent or files a petition for bankruptcy (or has such a petition filed against it).
	In the event a Management Unitholder ceases to be employed by the Company or any of its subsidiaries for any reason, such Management Unitholder’s Units shall automatically expire and terminate upon such termination of employment without any payment due to such Management Unitholder.
	In the event a Board Unitholder ceases to serve on the Board for any reason, such Board Unitholder’s Units shall automatically expire and terminate upon such termination of service without any payment due to such Board Unitholder.
Conditions:	In order to receive any Payment under the CIP, each Unitholder may be requested by the Board to execute a release indicating such Unitholder’s acknowledgement and agreement that the calculation of such Payment is correct and complete and that such Unitholder is not entitled to any further amounts under the CIP with respect to such Liquidity Event. If and to the extent any Unitholder refuses to deliver such release, the Board may, at its option and in its sole discretion, cancel the outstanding Units of such refusing Unitholder.
Administration:	The CIP shall be administered by the Board or, if applicable, its successors. The Board shall have the authority to (a) determine the terms and conditions of each award of Units; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the CIP and to change such forms from time to time; (c) adopt, amend and rescind provisions of the CIP, including without limitation by increasing the Maximum Unit Amount; and (d) interpret the CIP and any award granted under the CIP and to decide any questions and settle all controversies and disputes that may arise in connection with the CIP or any award granted thereunder. Such determinations of the Board shall be conclusive and shall bind all Unitholders, Any amendments to the CIP adopted by the Board shall apply to any outstanding Units as well as to future grants of Units. The Board shall also have the authority to terminate the Plan.
	The Company shall have the power and right to deduct or withhold automatically from any amount deliverable under the CIP or require a Unitholder to remit to the Company, the amount necessary to satisfy all applicable federal, state and local taxes, required by law to be withheld with respect to any taxable event arising as a result of the CIP.

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EXHIBIT A

PANTHER EXPEDITED SERVICES, INC.

CASH INCENTIVE PLAN

FORM OF UNIT GRANT CERTIFICATE

Dated:             

Amount of Units:             

Subject to all of the terms and conditions set forth in the Panther Expedited Services, Inc. Cash Incentive Plan (as such may be amended from time to time, the “Plan”),                      (the “Participant”) is hereby granted the number of Units (as defined in the Plan) set forth above.

This certificate and the Units granted to the Participant hereunder will expire at such time as set forth in the Plan. Upon such expiration, the Units represented by this certificate will no longer be outstanding.

Panther Expedited Services, Inc.

By:

Name:

Title:

By countersigning this certificate, the Participant acknowledges receipt of the Plan and accepts and agrees to the terms set forth therein as applicable to the Units granted to the undersigned hereunder.

Accepted and Agreed:

By:

Name:

EX-10.31

Exhibit 10.31

Execution Version

AMENDED & RESTATED MANAGEMENT ADVISORY AGREEMENT

This Amended & Restated Management Advisory Agreement (this “Agreement”) was originally entered into as of the 10th day of June, 2005 by and among Panther Expedited Services, Inc., f/k/a PTHR Holdings, Inc., a Delaware corporation (“Holdings”), Panther II Transportation, Inc., an Ohio corporation (the “Company”) and Fenway Partners, LLC, a Delaware limited liability company and successor by conversion to Fenway Partners, Inc., a Delaware corporation (“Fenway”) and is hereby amended and restated as of April 6, 2009.

Whereas, Fenway provided advisory and other services to Holdings and the Company in connection with the acquisition by funds affiliated with Fenway (the “Fenway Funds”) of the Company on June 10, 2005 (the “Acquisition”), the senior secured financing (the “Senior Financing”) provided for the Acquisition pursuant to a Credit Agreement dated June 10, 2005 and as amended and restated on January 11, 2006 (and as further amended) by and among Antares Capital Corporation as lead arranger, syndication agent and administrative agent and the lending institutions from time to time party thereto (the “Credit Agreement”);

Whereas, subject to the terms and conditions of the Management Advisory Agreement by and among Holdings, the Company, and Fenway Partners, Inc. dated June 10, 2005 (the “Original Agreement”), Holdings and the Company retained Fenway to provide, and Fenway has subsequently provided and continues to provide, certain management and advisory services to Holdings and the Company;

Whereas, on June 1, 2006, PTHR Holdings, Inc., amended its certificate of incorporation, changing its name to Panther Expedited Services, Inc., and by virtue of such change, Panther Expedited Services, Inc., assumed all of PTHR Holdings Inc.’s rights and obligations under the Original Agreement;

Whereas, on March 30, 2007 Fenway Partners, Inc. converted into Fenway Partners, LLC, and by virtue of such conversion Fenway Partners, LLC assumed all of Fenway Partners, Inc.’s rights and obligations under the Original Agreement; and

Whereas, on the date hereof, in accordance with Section 6 of the Original Agreement, each of Holdings, the Company, and Fenway desire to amend and restate the Original Agreement so that this Agreement amends and restates, and supersedes in all respects, the Original Agreement.

Now, therefore, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Services. Fenway hereby agrees that, during the term of this Agreement specified in Section 3 hereof (the “Term”), it will:

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a. provide Holdings and the Company with financial, managerial and operational advice in connection with its day-to-day operations, including, without limitation: advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of Holdings and the Company; and

b. provide Holdings and the Company with advice in connection with the negotiation and consummation of recapitalizations, restructurings, financings, refinancings, mergers, acquisitions, consolidations and dispositions (including without limitation the sale of all or a substantial portion of the assets or equity of Holdings, the Company and/or any of their direct or indirect subsidiaries (collectively, the “Subsidiaries”)), however structured (any such transaction, a “Significant Transaction”).

Fenway shall devote such time and effort to the performance of the services contemplated hereby as Fenway deems reasonably necessary or appropriate; provided, however, that this Agreement shall not require Fenway to devote any minimum number of hours to the performance of such services on a weekly, monthly, annual or other basis. Holdings and the Company each understand and acknowledge that Fenway’s services are not exclusive and that Fenway will render similar services to other persons and entities. Fenway, Holdings and the Company each understand and acknowledge that Holdings and the Company may from time to time engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by Fenway under this Agreement. In providing the services specified in this Agreement, Fenway will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that neither party has the right or ability to contract for or on behalf of the other party or to effect any transaction for the account of the other. It is expressly agreed that the services to be performed hereunder shall not include the full or part-time employment by any of Holdings, the Company or their Subsidiaries of any employee of Fenway or any of its affiliates, in each case, for which Fenway and/or such affiliate shall be entitled to receive additional consideration.

2. Payment of Fees. The Company hereby agrees to:

a. during the Term, pay to Fenway (or its designee) management fees as follows (subject to adjustment as provided below): for each fiscal year ending from and after the date hereof, an amount equal to the greater of (i) $1,500,000 and (ii) 5.0% of EBITDA for the immediately preceding fiscal year, subject to Section 2(d) hereof, or such other amount (or formula) as may be mutually agreed between Holdings, the Company and Fenway, in each case in exchange for the services provided to Holdings and the Company by Fenway as described in Section l(a) of this Agreement, such fees being payable by Holdings and the Company in equal installments quarterly in advance on the first day of the first fiscal quarter of the Company following the date hereof (each a “Payment Date”); provided however, that the management fee payable in respect of the first fiscal quarter of any fiscal year of the Company shall be $375,000, with the management fee payable in respect of the immediately following fiscal quarter to

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include, in addition to the management fee in respect of such fiscal quarter, an amount equal to the excess, if any, of (x) the amount payable in respect of each fiscal quarter of such fiscal year determined on the basis of the annual management fee amount applicable to such fiscal year over (y) $375,000;

b. during the Term, in exchange for the services provided to Holdings and the Company in connection with each Significant Transaction as described in Section l(b) of this Agreement, pay to Fenway (or its designee) a fee in an amount customarily charged by Fenway in connection with transactions of similar type and size; provided, however, that in each case such fee shall not exceed the greater of (i) $1,000,000 and (ii) 1.5% of the aggregate transaction value of such Significant Transaction (including the aggregate amount of all liabilities assumed in connection therewith), together with reimbursement of Fenway’s expenses incurred in connection with such transaction or otherwise on behalf of Holdings and the Company, through the closing date of such transaction, such fees and expenses being payable by the Company at the closing of such transaction; and

c. in the event of an acquisition of another business (whether by stock or asset purchase, merger or otherwise), the amount specified in clause (i) of Section 2(a) above shall be increased to an amount determined by multiplying (i) such amount specified in clause (i) of Section 2(a) as then in effect by (ii) the quotient obtained by dividing (x) the sum of (A) the total financing raised by the Company, Holdings and their subsidiaries in connection with such acquisition and (B) the total financing raised by the Company, Holdings and their subsidiaries in connection with all prior acquisitions, including but not limited to the Acquisition (the aggregate amount of the prior financings referred to in clause (B), the “Prior Financing Amount”) by (y) the Prior Financing Amount.

d. Each payment made pursuant to this Section 2 shall be paid by wire transfer of immediately available federal funds to such account(s) as Fenway may specify to the Company in writing prior to such payment. The Company may, with the consent of Fenway, delegate to Holdings, and in such event Holdings shall assume, the obligation to pay any amounts payable pursuant to Sections 2(b) and 4(a) in connection with any particular Significant Transaction. For purposes of this Agreement, “EBITDA” shall have the meaning ascribed to such term in the Senior Financing documentation, as the same may be amended, modified, supplemented or replaced; provided, however, that for purposes of determining the amount of management fees for any fiscal year, EBITDA may be adjusted upward by mutual agreement of Fenway, Holdings and the Company to reflect the projected financial performance of the Company and its direct and indirect subsidiaries for such fiscal year.

e. Notwithstanding the foregoing provisions of this section 2, any fees specified in this Section 2 shall not be paid, but shall accrue (together with interest thereon at rate of 8% per annum, compounded quarterly, for the period from the date upon which payment would otherwise be due to the date upon which payment is finally made), if and for so long as the payment thereof (a) would constitute a default

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under any agreement, instrument or other document relating to indebtedness for borrowed money of the Company having an aggregate outstanding principal amount in excess of $5,000,000 (it being understood by the parties hereto that in such event payment of such fees during the period of such prohibition would jeopardize the ability of the Company to continue as a going concern), or (b) would be prohibited pursuant to Section 5.7(d) of the Subordinated Loan Agreement (as defined in the Credit Agreement).

3. Term. This Agreement shall continue in full force and effect, unless and until terminated by mutual consent of the parties, for a minimum often years from the date of the Original Agreement; and thereafter shall remain in full force and effect on a year to year basis unless Holdings or Fenway provides written notice of its desire to terminate this Agreement to the other party at least 90 days prior to the expiration of such initial ten year term or any extension thereof; provided, however, that:

a. either party may terminate this Agreement following a material breach of the terms of this Agreement by the other party hereto and a failure to cure such breach within 30 days following written notice thereof;

b. each of (i) the obligations of the Company under Section 4(a) below, (ii) any and all accrued and unpaid obligations of the Company owed under Section 2 above and (iii) the provisions of Sections 4(b), 7 and 11 below shall survive any termination of this Agreement to the maximum extent permitted under applicable law; and

c. Holdings may terminate this Agreement upon the consummation of any public offering of equity securities of the Company or any of its direct or indirect subsidiaries; provided, however, that in the event this Agreement is terminated in accordance with this Section 3(c), the Company hereby agrees to pay to Fenway a cash lump-sum termination fee equal to the net present value of the fees that would have been payable to Fenway (but for the termination hereof) pursuant to Section 2(a) hereof for the remainder of the initial term of this Agreement or any extension thereof, if applicable, pursuant to this Section 3 (assuming for purposes of this Section 3(c) that this Agreement was not otherwise terminated in accordance with Section 3(a) hereof), calculated (i) assuming that such fees would have been payable throughout such period at the rate specified in Section 2(a) as in effect on the date of such termination and (ii) using a discount rate equal to the ten-year treasury rate on the date of such termination. Such termination fee shall be payable by wire transfer of immediately available funds within ten (10) days after the date of termination to an account specified by Fenway.

4. Expenses; Indemnification.

a. Expenses, Whether or not the Acquisition or any of the other transactions contemplated by this Agreement or any other agreement executed in connection herewith are consummated, the Company agrees to pay on demand all expenses incurred by Fenway and the Fenway Funds (i) in connection with the preparation,

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negotiation and execution of this Agreement and any other agreement executed in connection herewith or in connection with the Acquisition, the Senior Financing or the consummation of the other transactions contemplated hereby or thereby (and any and all amendments, modifications, restructurings, waivers and exercises and preservations of rights and remedies hereunder or thereunder), (ii) relating to the operations of, or services provided by Fenway to, Holdings, the Company, or their Subsidiaries or affiliates from time to time or (iii) otherwise in any way relating to or arising out of Holdings, the Company or the Fenway Funds’ investment in Holdings, including but not limited to:

i. the fees and disbursements of: Ropes & Gray LLP, Ernst & Young any other consultants or advisors retained by Fenway, the Fenway Funds or either of the parties identified above in connection with the services to be provided hereunder; and

ii. all out-of-pocket expenses incurred by Fenway in connection with its provision of services hereunder and its representatives’ attendance at any meeting of the board of directors (or any committee thereof) of Holdings, the Company or any of their Subsidiaries.

b. Indemnity, Holdings and the Company hereby agree to indemnify, exonerate and hold each of Fenway, the Fenway Funds, and each of their respective partners, shareholders, affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or in any way relating to (i) this Agreement, the Acquisition, the Senior Financing, the Fenway Funds’ investment in Holdings and all transactions related to the foregoing or (ii) the operations of, or services provided by Fenway to, Holdings, the Company or their Subsidiaries and affiliates from time to time (including but not limited to any indemnification obligations assumed or incurred by any Indemnitee to or on behalf of Holdings, the Company, any of their Subsidiaries or any of the accountants or other representatives, agents or affiliates of any of the foregoing) except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, Holdings and the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities as is permissible under applicable law.

5. Assignment, etc. None of the parties shall have the right to assign this Agreement; provided, however, that notwithstanding the foregoing prohibition, (a) Fenway may assign all or part of its rights and obligations hereunder to any affiliate of Fenway which provides services similar to those called for by this Agreement, in which event Fenway shall be released of all of

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its rights and obligations hereunder, and (b) the provisions hereof for the benefit of the Fenway Funds shall inure to the benefit of their successors and assigns.

6. Amendments and Waivers. No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by each of Fenway, Holdings and the Company. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

7. Miscellaneous.

a. Choice of Law. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

b. Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts in the State of New York for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the ability of any party to enforce in any court any judgment obtained in a federal or state court of the State of New York.

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c. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of this Section 7(c) constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby. Any of the parties hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of each of the parties hereto to the waiver of its right to trial by jury.

8. Merger/Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto.

9. Notice. All notices, demands, and communications of any kind which any party may require or desire to serve upon any other party under this Agreement shall be in writing and shall be served upon such other party and such other party’s copied persons as specified below by personal delivery to the address set forth for it below or to such other address as such party shall have specified by notice to each other party or by mailing a copy thereof by certified or registered mail, or by Federal Express or any other reputable overnight courier service, postage prepaid, with return receipt requested, addressed to such party and copied persons at such addresses. In the case of service by personal delivery, it shall be deemed complete on the first business day after the date of actual delivery to such address. In case of service by mail or by overnight courier, it shall be deemed complete, whether or not received, on the third day after the date of mailing as shown by the registered or certified mail receipt or courier service receipt. Notwithstanding the foregoing, notice to any party or copied person of change of address shall be deemed complete only upon actual receipt by an officer or agent of such party or copied person.

If to Holdings or the Company, to it at:

Panther II Transportation, Inc.

4920 Panther Parkway

Seville, Ohio 44273

Attention: Daniel K. Sokolowski

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With a copy (which shall not constitute notice) to:

Fenway Partners, LLC

152 West 57th Street

New York, New York 10019

Attention: Marc Kramer

And:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Attention: C. Todd Boes

If to Fenway, to it at:

Fenway Partners, LLC

152 West 57th Street

New York, New York 10019

Attention: Marc Kramer

With a copy (which shall not constitute notice) to:

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Attention: C. Todd Boes

10. Severability. If in any judicial or arbitral proceedings a court or arbitrator shall refuse to enforce any provision of this Agreement, then such unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced. To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof shall be found to be invalid or unenforceable, such provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

11. Disclaimer and Limitation of Liability.

a. Disclaimer. Fenway makes no representations or warranties, express or implied, in respect of the services to be provided by it hereunder.

b. Standard of Care. In no event shall Fenway or any other Indemnitee be liable to Holdings, the Company or any of their Subsidiaries or affiliates for (i) any act, alleged act, omission or alleged omission on the part of Fenway or such Indemnitee that does not constitute gross negligence or willful misconduct as

8

determined by a final, non-appealable determination of a court of competent jurisdiction or (ii) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to the services to be provided by Fenway hereunder.

c. Freedom to Pursue Opportunities, Etc. In anticipation that Holdings, the Company, their Subsidiaries and Fenway (or one or more affiliates, associated investment funds or portfolio companies of Fenway) may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this clause (c) are set forth to regulate, define and guide the conduct of certain affairs of Holdings, the Company and their Subsidiaries as they may involve Fenway. Except as Fenway may otherwise agree in writing after the date hereof:

i. Fenway and each of its officers, directors, employees, partners, affiliates and associated entities shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as Holdings, the Company or any of their Subsidiaries, including those competing with Holdings, the Company or any of their Subsidiaries, and (B) do business with any client or customer of Holdings, the Company or any of their Subsidiaries;

ii. Neither Fenway nor any officer, director, employee, partner, affiliate or associated entity of Fenway shall be liable to Holdings, the Company or any of their Subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person’s participation therein; and

iii. In the event that Fenway acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Holdings, the Company, their Subsidiaries or any other person, Fenway shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to Holdings, the Company or any of their Subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to Holdings, the Company or any of their Subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Fenway directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to Holdings, the Company or any of their Subsidiaries.

12. Confidentiality. Holdings and the Company agree that, at the request of Fenway, they will not disclose any confidential information provided to Holdings and/or the Company by

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Fenway in connection with a potential acquisition, investment or similar transaction, and will agree to be bound by any confidentiality agreement entered into by Fenway in respect of such confidential information.

13. Counterparts. This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

HOLDINGS:	PANTHER EXPEDITED SERVICES, INC.
	By	/s/ Roy Showman
	Title:	CFO
THE COMPANY:	PANTHER II TRANSPORTATION, INC.
	By	/s/ Roy Showman
	Title:	CFO
FENWAY:	FENWAY PARTNERS, LLC
	By
	Title:

Signature Page to Amended and Restated Management Advisory Agreement

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized.

HOLDINGS:	PANTHER EXPEDITED SERVICES, INC.
	By
	Title:
THE COMPANY:	PANTHER II TRANSPORTATION, INC.
	By
	Title:
FENWAY:	FENWAY PARTNERS, LLC
	By	/s/ Marc Kramer
	Title:	MANAGING DIRECTOR

Signature Page to Amended and Restated Management Advisory Agreement

EX-21.1

Exhibit 21.1

Subsidiaries of Panther Expedited Services, Inc.

Name:	State of Incorporation:	Doing Business As:
Panther II Transportation, Inc.	Ohio	Panther II Transportation, Inc. Panther Premium Logistics Panther International
Panther II, Inc.	Ohio	Panther II, Inc.
Elite Transportation Services, LLC	Oregon	Elite Transportation Services, LLC
Integres Global Logistics, Inc.	Delaware	Integres Global Logistics, Inc.
Key Transportation Services, Inc.	Texas	Key Transportation Services, Inc.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 30, 2010 (except for note 8, as to which the date is August 6, 2010) in the Registration Statement (Form S-1 No 333-            ) and related Prospectus of Panther Expedited Services, Inc. and Subsidiaries for the registration of shares of its common stock.

/s/ Ernst and Young LLP

Cleveland, Ohio

August 6, 2010

EX-23.3

Exhibit 23.3

To:

Panther Expedited Services:

We hereby consent to the inclusion of references to our firm and the data we have prepared regarding the transportation industry, in each case contained in the Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission and all amendments thereto. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Act”), or the rules and regulations of the Securities and Exchange Commission thereunder (the “Regulations”), nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Act or the Regulations.

SJ Consulting Group, Inc.

/S/ SATISH JINDEL

By: Satish Jindel, President

Date: August 5, 2010